Grimm Contagion
by SnowieBearSnarl
Summary: A devastating virus has swept through Remnant killing most of the population or turning them into Grimm Zombies. Those that survived were those whose aura could protect them from the airborne virus, but even they were not immune to the bite. However, one girl with Silver Eyes survived being bitten, though at great cost. These are the Remnants of Remnant.
1. Remnants of Remnant

A young woman walked through the decaying streets, keeping close to the decimated buildings as she quietly approached her target. The smelled of ash, blood and rubble permeated in the air but the ruined city was eerily hushed. The woman's black cape flowed in the breeze behind her, her short black, red tipped hair clung to her forehead from her sweat. She wore a black chiffon vest over a blood red tank- top, her black, red frilled skirt hung down above her knees, tied to her waist with a silver chain belt. Her legs were bare down to her combat boots. At her hips were two long swords with the hilts, guards and blades forming two cross like weapons, similar to the one that hung upside down from her neck.

Her expression was calm and her silver eyes scanned the ruins of the city, one ear listening intently to any subtle sound while the other was focused on the wireless communicator on one side of her head, secured to her ear. She kept her breaths as quiet as she could, her hands ready to reach for her swords at a moment's notice while she approached the end of the street, and her cover.

Pressing her back against the brick wall she took a long, steadying breath and swallowed her nerves. Listening closely for another moment she could hear nothing but the groans of a crumbling, once great city. Steeling herself, she inched a little closer to the end of the only cover she had before peering down the street corner. _It's empty… good._

 _ **Psssh**_

"I'm in position." A voice spoke over the radio at her ear. It was another girl, her voice calm but with a hint of tension.

"Same here, I've got you in my sights kid." A much calmer voice laughed, eagerness unmistakable in her tone.

"I'm combat ready!" A third girl proclaimed cheerfully, her positivity eliciting a smile from the woman they were reporting to.

"Alright, Blake and I have been watching this one for a few days, if it's pattern holds we'll be able to ambush it here. You all know what you have to do?" She whispered, holding two fingers to the communication device in her ear.

"We've got this Ruby, don't worry, I'll mow down anything that gets too close." The second woman's cocksure demeanor was just what Ruby needed to calm her nerves.

"Penny and I will flank it while you go in from the front, if we do this right we should be able to take it out quickly and quietly, without drawing much attention to ourselves." Blake's breathing was steady and quiet as she prepared to pounce on their target.

"Don't worry Ruby, everything will be okay! We know what to do!" Penny's unfailing optimism was a refreshing reprieve from the bleak world they were in.

"Okay, as soon as it moves into the center of the intersection I'll go in first and grab its attention while you two pin it down. Be careful, this one used to be a Huntsman, it won't be a pushover like the little ones and remember, whatever you do, do not get bitten." Ruby's voice trembled as her hand moved to her shoulder, her eyes closed and a soft, pain filled sigh escaped her lips.

Her eyes shot open as she heard… something. At first it was faint but as it grew closer and closer, she knew what it was; the footsteps of something very large. She caught herself holding her breath as she crouched down, clutching her upside down cross with one hand while her other hand gripped the hilt of one of her swords, ready to unsheathe it at the instant the battle broke out.

Ruby's eyes grew wide as she saw it… the Grimm Zombie they had been tracking. It was massive, standing as tall as some of the smaller buildings, easily two stories tall as it lumbered on two legs. It's head was grotesque with a gaping jaw wide enough to consume a person in one bite. It's arms were long and trailed limply behind it as its massive claws three on each arm, each half as tall as its body, scraped over the pavement. However, the most horrifying thing was that its entire body was covered in mouths with needle like teeth. Bony like armor covered its head like an external skull and ran down in spikes along its spine.

"Well… this is it." Ruby whispered to herself, tensing her leg muscles as she gripped her sword tight in her right hand. Time seemed to slow as it moved, step after step, quaking the earth with its ambling walk towards the center of the street where they had planned out their ambush. _One more step… one more step… now!_

Ruby stood up, her eyes burned with intensity as she pulled her sword from its sheath, the blade nearly as tall as herself. With one final breath, she steeled herself, bringing her sword up in front of her.

"Aaaah!" Ruby belligerent scream pierced the silence as she ran forward, the monster taking no time in honing in on the scream, it's burning eyes glaring into the girl that charged at it. It's claws twitched before it dragged them forward, rearing them back like massive sickles, ready to tear into the flesh of Ruby as she reared her sword back.

"Now!" Ruby yelled, coming to a dead stop in front of it monster, making sure its eyes were on her.

From the right came a barrage of gunfire before a woman in dressed in black and white with cat ears atop her head leaped into the air, her Gambol Shroud slashing out in front of her as she swung it down with its ribbon keeping her at a safe distance! Her blade cut into the Grimm's shoulder, releasing a cloud of black haze from its wound as she fell towards it, the bladed sheath of her weapon held in front of her ready for another strike!

With a defiant roar the Grimm Zombie turned its head to her, raising its mouth covered arm up, smalling its elbow into the faunus, the needle filled mouths biting down the instant they made contact… but her image vanished, the real Blake rolling to a stop on the ground beside Ruby, firing up at it as she sliced at its ankle.

From its left Penny exploded out a window sending shards of glass raining down as she fell down towards the Grimm, her swords following close behind her! With a mid air twirl she commanded her dozen swords to form a circle around her as, each one slashing down like a saw blade with her momentum behind it, cutting into its arm and forcing it to cry out in pain before it swatted her back.

Still, she caught herself, shooting two swords into the building behind her, pulling her back before its arm could hit her and with her remaining blades she released a flurry of green energy beams, drawing its attention squarely on her. Penny gritted her teeth as the small beams seemed to be doing little more than agitating it, doing nothing to slow it down while it lurched towards her.

"Blake, gets its attention!" Ruby commanded as she ran forward, not waiting for her teammate's response as she gripped the hilt of her sword with both hands! With an immensely powerful downward swipe Ruby slashed through half its leg, her blade only finally coming to a stop a good way into the pavement beneath it.

Meanwhile Blake threw up her sword, letting loose a shot from the gun to wrap the ribbon around the Grimm Zombie's arm. She crouched down, pouring strength into her legs before jumping as hard as she could while the monster raised its arm to attack Penny. Blake was airborne, her light, small frame sent flying upwards by the strength of the Grimm… and now she was at eye level with it!

A smug grin formed on her lips as she cut its face with her bladed sheath, slicing its eyes and forcing it to stagger back as it shrieked from the wound. Blake's eyes went wide as its head shot forward, bringing her into biting distance of its massive maw!

"Blake!" Ruby cried out desperately as she watched its jaws slam down onto Blake!

 **Boom!**

A fireball exploded in its mouth leaving it smoking from the damage! Blake appeared beside its head, falling fast but she was lithe as a cat, easily twisting herself to land on her feet as her weapon came untangled from its arm before catching it easily in one hand. She ran to Ruby's right side while Penny took her left, the three girls standing steadfast before the monster.

The sudden sound of a hailstorm of bullets filled the air, echoing throughout the city from above them, sending clouds of dust up from the exploding pavement. Around them the girls could hear the dying screams of lesser Grimm Zombies. Looking up Ruby could see large Nevermore's hungrily circling overhead before they too began falling one by one as a shower of bullets cut them down.

 _ **Psssh**_

"Looks like we can't do this the quiet way, we've been noticed. Kill that thing and let's get out of here, I've got you covered but don't take too long." With a cocksure grin a woman stood at the top of a nearby building, watching the fight go down, her sunglasses lowered as she put one foot up on the edge of the roof, her gatling gun's barrels smoking as it rested at her side.

"Thanks Coco! We'll try to wrap this up now." Ruby smiled as she talked to her earpiece. Her entire team was at her back and her confidence was high. _Now all that's left to do is kill this thing!_

Ruby's silver eyes became as cold as liquid helium as she reached for her other sword, walking forward towards the monster without hesitation, one cross shaped blade in each hand. The Grimm Zombie stared down at her, seemingly perplexed until its jaw swung open, swaying back and forth from its head as it hunched over Ruby, once hand swinging down behind her, its large claws and mouth covered arm separating her from her friends, but still she was unfazed. The young woman came to a stop, staring up at it, her swords held tight in her hand.

Then its other arm lashed out, its massive claws pointed towards her… but she didn't move. One claw bored through her abdomen, piercing her chest and coming out her back, the width of it almost splitting her in two… but Ruby didn't shed a drop of blood, nor did she drop her swords or yelp in pain. A black miasma emanated from her massive wound as she raised her head slowly up, her silver eyes glowing with a soft white light.

Her small body trembled and beneath her pale skin her veins turned pitch black, writhing beneath her flesh before ripping through to the surface! Black tendrils of blood vessels crawled over her arms from her right shoulder and white, bone light armor rose up from her flesh, covering the backs of her hands and following along her ribs while her teeth grew like those of a beast.

"Aaaah" An inhuman roar erupted from Ruby's throat and with one slash she cut the Grimm Zombie's hand off, leaving the gigantic claw still in her chest. Black veins burst from the skin around her eyes, crawling over her face but her silver eyes only burned brighter.

With one hand Ruby threw her sword, the weapon tearing through the air at blistering speeds before the long blade lodged into the monster's skull! With her free hand Ruby pulled the claw larger than herself from her chest, the gaping hole filling in with a web like matrix of black veins before closing back up… leaving her pale skin pristine like she had never been harmed.

Ruby could feel her blood boiling, crying out hungrily for negativity; hate, suffering, depression… rage. _Still, I'm the one in control!_ Now free and fully healed she stepped backwards, keeping her glowing silver eyes on the beast as it frantically tried to remove the sword from its head.

"Finish it!" Ruby commanded, her voice deeper and much darker, almost beast like as she growled out her words.

"On it!" With that Blake bolted forward, swinging her sword with her ribbon as hard as she could as she jumped into the air. Her blades met its arm with a flurry of slashes, ripping through it and severing its limb.

"Penny, cripple it!" Ruby turned to her android teammate.

"You can count on me!" She gave a firm salute, smiling warmly before turning to the Grimm Zombie. Her eyes narrowed and her smile faded as her swords spiraled in front of her, a glowing mass of energy igniting at the center of her weapons before it shot out in a powerful blast of green light that cut its legs off, sending it falling down face first towards Ruby.

 _It's over!_ With a stoic glare Ruby effortlessly slashed her sword as it fell, cutting its head clean off. With her free hand she grabbed her other sword from its head as it flew right over her, its smoking neck laying only inches away from her as its body began to evaporate. The beast was dead.

"Ruby, you shouldn't fight like that, it was reckless." Blake frowned as she looked at Ruby's abdomen, her clothes had a large hole in them but she was otherwise fine, much to Blake's relief.

"I'm sorry but you heard Coco, we had to finish it fast, that was the best way to do it." Ruby gave a gentle sigh and her black veins retreated beneath her skin along with the bone like armor as her eyes ceased to glow.

"She's right, you can only take so much damage, you must be more careful in the future… we can't lose you." Penny took Ruby's hand in her own, her green eyes glistening with worry and caring. "Please, promise us you won't fight like like that again unless its absolutely necessary."

"We don't like seeing you like that and even though you can shrug it off, seeing you getting impaled is never fun for us." Blake took Ruby's other hand into her own, the two girl's standing on either side of their leader, holding her as their hearts filled with both relief and concern.

"I'm sorry… I guess it's hard to control sometimes. I promise I'll be more careful about when I use it. Still, without my aura or my Semblance I'm not much good without my Grimm power." Her eyes softened as she looked down at the Grimm Zombie's corpse as it evaporated into nothingness.

"You're our leader, the team needs you, with or without Grimm power… and we need you Ruby," Blake looked to Penny who gave a firm nod, a small but warm smile on her lips as she held Ruby's hand just a little bit tighter.

 ** _Psssh_**

"Hey, that's adorable and everything but we've got more Grimm coming, Zombie and vanilla so maybe save that for when we're in a safer place, particularly not out in the open in the middle of the city, my ammo isn't limitless you know?" Coco shook her head, but let herself have a genuine smile just a little, after all, it's not like they could see.

"She's right, let's get going. It'll be dark soon and we have to meet up with Weiss and Jaune's groups in about a week, we can't get bogged down fighting Grimm or lesser Grimm Zombies." The girls let Ruby's hands go as she sheathed her swords.

 _We've got a lot of work to do, but as long as we work together, we'll be able to keep each other safe. After all, we're all we have left._

* * *

"Are we sure we're going the right way?" Thistle tilted her head as she followed her leader through the woods while lugging the largest backpack of the group. It was hot and humid and even though the sun was now setting she was still thankful for her skimpy clothes; a denim vest, a single strip of fabric tied around her chest, white shorts and sneakers finally, were the weapons mounted to her wrists, two large metal bracelets painted purple and green. Her bright red hair was also thankfully short and out of her way, all except of a side braid that bumped against her cheek from time to time.

"Of course I know where I'm going!" Weiss huffed, the heat getting to her nerves and she held a map out in front of her, desperately trying to memorize as much as she could before it grew dark. She wouldn't admit it, but they were lost.

"Anyone else getting the sinking feeling that she really doesn't know where we're going?" Sun held his hands behind his head as he trailed behind the two much smaller girls. His feet were sore and his legs were tired, not that he'd ever complain about it considering his company.

"What about you? You have anything to say about it?" Sun turned to his side, a petite woman even shorter than Thistle walked beside him, her parasol unfurled over her head, shielding her pink and brown hair from falling leaves and shading her just a little from the heat of the fading sunlight.

Neo looked up at her faunus teammate with a bemused look in her multi colored eyes before giving a very unhelpful shrug. She looked back to their makeshift team's leader as she struggled with the map and a small smile formed from her lips.

"Yeah, I didn't think so." Sun sighed, letting his arms fall as his shoulders slumped. The newest addition to their unlikely team was quiet and kind of a mystery, however he knew that she was a lot stronger than she looked. Their team had fared pretty well together and they had made it out of a lot of bad situations by working together. He knew Weiss pretty well, Thistle was a tough little firecracker, she and Weiss had grown pretty close over their journey and then there was Neo. What little the diminutive woman communicated outside of gestures and smug looks came in the form of text.

With a twirl of her umbrella over her shoulder Neo bobbed her head back and forth, contemplating something as she stared at Weiss' back. Thistle was by their leader's side looking helplessly at the map, humming as she tried to make sense of any of it. With a small smile Neo shook her head, quickening her pace to pass Sun as she made her way up on the other side of Weiss.

Neo looked up at down at the map, the light was getting pretty low but she could very easily and very immediately see one big problem. With a silent giggle she grabbed the map from Weiss' hands, the former heiress giving her a looking of annoyance for a moment before she realized what was happening as Neo flipped the large paper around and handed it back.

"Oh… heh-he, thanks Neo. I guess I just don't have my head today, last night was rough and I really couldn't sleep." Weiss sighed, a soft blush tinting her cheeks as she scanned the map again, pushing back her embarrassment to focus on the map.

"Okay, now this makes sense!" She proclaimed proudly, smiling thankfully at Neo.

"Geez Weiss, you must be really embarrassed! I can't believe you had it upside down!" Thistle barely stifled a snort of laughter before Weiss' elbow jabbed her side.

"Like I said, I'm really tired! I was up all night last night remember?!" Weiss growled indignantly, looking away from Thistle.

"Okay, then do you want to ride on my back? I can carry you if you want, it's not like you weigh much more than this bag." Thistle smirked, walking faster until she was in front of her leader, offering her back to her with a playful gleam in her soft purple eyes.

"W-what?!" Weiss came to a dead stop, studdering as her blush intensified, beside her Neo looked very amused.

"Well you did say you were tired," Sun laughed, giving Weiss a small shove forward. "We should at least try to cover a little more ground before it gets dark and Thistle is strong enough to carry you. Unless you want me to."

"No!" Weiss blurted out, her hand slapping over her mouth while she held the map tight in her remaining hand. "I- I mean, why does anyone have to carry me?! I can walk just fine on my own!"

"Suit yourself." Thistle shrugged, standing up straight. "We should go a bit further and make camp."

"Yes, thank sounds like a good plan." Weiss concurred, thankful to be out of that embarrassing situation.

Without waiting to give them another opportunity to tease her Weiss marched forward. With the map now properly orientated and her head more focused it was clear where they had to go. They had strayed pretty far off the trail but it wouldn't take long for them to get to their next checkpoint, apparently leaving the beaten path was an unintentional shortcut.

As the team walked through the woods the plant life seemed to be growing denser and denser, the canopy above blocking out the setting sun, plunging them into darkness. A bad feeling began creeping down Weiss' spine as her senses were put on high alert, something just didn't seem right. Then, she realized what it was… the forest had fallen silent.

"Sun, you take the front, you can see best in the dark. Neo, you and I will take the middle, listen for any sound and be ready. Thistle, you take up the rear, you're our heavy hitter, don't let anything by you."

Weiss' swift instructions and urgent tone set her team to action as they all followed her orders, Sun's blue eyes darted back and forth as he peered into the dark forest in front of them. Neo and Weiss stood shoulder to shoulder, Weiss pulled out her weapon Myrtenaster from her side, pointing the rapier outwards while Neo brandished her umbrella. Behind them Thistle's weapon deployed, two karambit knives attached to chains spooled up inside her bracelets, her Spite Virtues dangling from her wrists, ready to strike.

The sense of foreboding befell them all, the uneasy silence in the dark trees felt almost unnatural. Their breaths were deliberately hushed as the tension rose, a bead of sweat rolled down Weiss' forehead as she looked fruitlessly for any sign of danger, at that moment finding herself very jealous of faunus night vision.

 **Crack!**

A twig snapped from nearby, to their right! Weiss felt her heart skip a beat as she turned her head towards Neo. A quick glance at the rest of her team told her that she wasn't hearing things… there was something out there, close by but just out of sight. Then, another sound, a rustling of leaves came from Weiss' side, then the sound of dull footsteps came from behind Thistle.

"We're surrounded…" Sun whispered darkly, reaching slowly for his weapon at his back.

"Get ready and whatever you do, don't get bitten. Neo, you stay there, cover my back and stay close." Weiss' hand trembled slightly around the hilt of her rapier, her thumb resting on the revolver. She swallowed back her fear, placing one foot firmly in front of the other.

Then, they all could see them, the glowing red eyes that pierced the darkness with bloodthirsty malice in their gaze that was firmly fixed on the team. Agonized groans filled the woods like a horrifying chorus as they drew closer and closer.

"Don't let them get close!" Weiss screamed with no small hint of fear in her voice as she recognized the hungry growling of the Grimm Zombies.

With an upward swipe of her sword a wall of ice jutted up from the ground between her and the Grimm Zombies and immediately she spun her revolver for another attack. Behind her she could feel Neo pressing her back against her leader's, the petite woman having no long range options and knowing full well what a single bit would mean for her. So, Neo followed Weiss' orders and covered her back.

 **Boom!**

A thunderous concussive wave shook the trees and quaked the ground as Thistle swung her chain toward the Gimm encroaching from behind, the explosion loosing from all over the chain at once, ripping apart the weaker ones while throwing the zombies that could withstand it a great distance back. Gritting her teeth Thistle retracted her chain, the knife coming back just below her wrist, ready for another blow.

In front of them Sun fired shot after shot as fast as he could, being the only one among them with real long range capabilities and the only one who could see well enough to make his shots count. Even so, there were just so many of them, Weiss could hear them banging against her ice wall, clawing at it and she knew it wouldn't hold forever.

 _I can't use fire Dust here, we don't want to be trapped in a burning forest with these things. My ice walls can buy us time but we need to take a more cautiously offensive approach if we're going to get through this!_ Weiss slowed her breaths, steadying herself as she raised her sword.

"Everyone fall in!" Weiss commanded. Immediately her team squeezed close, maximizing their defensive capabilities but making them easier targets if the Grimm Zombies broke through. _I'm only going to get once chance at this, I have to make it count!_

"Sun, where's the thinnest area!? We need to break through!" Their leader clicked another dust round into place before raising another ice wall right along side the first one. _I don't have a whole lot of Dust left, but I just need to buy us time so we can get out of here._

"On Neo's side!" He shouted, looking around frantically in between fire. He was already half out of ammo and most of the ones that would go down with one shot were already dead, leaving the tougher ones to bide their time. _Clever sons of bitches aren't they?_

"Then that's where we're going! Neo switch with me! Thistle, clear the path!" Weiss yelled, sending up one more ice wall, this one arcing around them, covering their rear that she ordered Thistle to abandon. In a perfectly choreographed move Weiss spun around Neo while she did the same, twirling into each other's positions ending with Neo holding her small blade in one hand and her umbrella out like a shield in the other while Weiss pointed her sword in the direction they would be running, it was such a smooth and elegant move that it almost looked like a dance.

"Get out of our way!" Thistle screamed as she swung down her chains into the darkness and with all her might she unleashed a powerful explosion that toppled trees and sent the Grimm Zombies flying away.

"Time to go! Sun, you cover our retreat, Neo same as before, stay close! Thistle keep us clear!" Baring her teeth Weiss ignited glyphs around her team, sending spikes of ice shooting out in all directions!

With that, they began running, Sun shooting behind him, barely bothering to look as he turned his head back and forth, making sure the stragglers didn't get to him, a growing dread building in his stomach as he mentally counted down his ammo. Meanwhile Thistle plowed ahead like a force of nature, blowing the path clear whether they could see or not, but each explosion was taking its toll on her aura and she was quickly feeling the fatigue. Meanwhile Weiss protected their middle, moving her revolver and sending out powerful gusts of wind from her rapier, knocking back any unseen zombies that Thistle may of missed.

After running for… well, none of them knew how long, but they were exhausted and weak and tired. Sun's gunfire had ceased, instead he took to frantically swinging his nun-chucks around and using his Semblance to keep any Grimm pursuing them distracted with his duplicates. Weiss was down to one-third of her dust and Thistle was panting in exhaustion, her aura nearly depleted. After a while, they slowed to a tired walk.

"Sun, do you see anything following us?" She asked as, holding out one arm, touching Thistle's shoulder to make sure she was there.

"No… I think we made it out, but I don't think we should stop for the night until we find somewhere safe." He looked deep into the darkness, praying not to find those burning red eyes still following them. In the depths of the forest he could still barely hear their growling, but they were far away, and the normal sounds of the forest were returning.

"I know you're right… but I can't keep going." Weiss sighed, the adrenaline long gone and her body screaming at her to sleep, her eyelids were heavy in the darkness and the warmth of the summer air didn't help at all. However she was immediately snapped into alertness as she nearly tripped over Thistle.

"W-what is it!?" She asked in a panic, keeping her voice hushed as she heard her teammate moving around in the dark in front of her.

"Get on my back." Thistle's tone was hard and commanding as she moved the large backpack to her front, freeing up space for their leader on her back.

"T-this again? Thistle it's fine, you don't have to-"

"We need you Weiss, you didn't sleep at all and we've been walking all day and then we fight those things, if you keep pushing yourself, you'll die. Now, get on my back." The small girl's tone held and edge of impatience that told Weiss she wasn't joking around.

"Just let her carry you, I'm pretty awake after that, I'll keep my eyes out for any trouble okay." Sun smiled, patting Weiss on the back and giving her a little shove forward.

Beside Weiss, Neo smirked, nudging her with her elbow before wrapping on arm around her back and ushering her forward towards Thistle who was still hunched over, waiting to bear the weight of their leader on her back.

"Well… if you really don't mind. T-thank you Thistle." Weiss sheathed her blade at her side, a soft blush tinting her cheeks as she hesitantly climbed onto Thistle's back, the deceptively strong girl easily lifting her as she secured Weiss' legs with her arms.

"I promise, I won't let you fall. Now get some sleep, you'll need your strength for later." None of them could see it, but a content smile brightened Thistle's face as she began to walk forward, her heart warmed as she heard Weiss breathing steadily and peacefully as she fell asleep on her back.

* * *

"I can't believe it…" Jaune said slack jawed as he stared at the sight before them. The early morning sun cast long shadows over a small, dusty town. Nothing special about it… except for the lights that were on in a couple of the wood cabins.

"It's a settlement, and it looks untouched by the plague!" Pyrrha smiled brightly, closing her eyes she could hear the subtle sounds of life within the town; Dust generators humming, the minute clatter of dishes being done and a few muffled voices as the town began to awaken.

"Even before the plague, settlements outside the kingdoms didn't tend to fare well, this one looks untouched by any of it. That's such a relief, perhaps more survived than we thought!" Velvet beamed as she clasped her hands together in front of her chest, her heart soaring with hope as she thought about all the people that may still be alive.

"It probably has to do with the local geography, the large rivers surrounding this area along with the quicksands must help keep away the Grimm." Pyrrha postulated as she looked around them. The town was largely marshland and grass. Not the nicest place to live but at least they were alive.

"Can we please not talk about the rivers." Neptune cringed, shutting his eyes tight. "Why don't we just go in and say hi? We need some supplies anyone and a place to stay wouldn't hurt."

"You really think they could helps us out?" Jaune raised an eyebrow at his teammate. "It's not like they have much themselves, I mean, look at this place."

"Jaune, that's rude." Velvet narrowed her eyes at him, placing her hands on her hips. "Though, you do have a point, we can't take what little they have."

"Well maybe they could offer us a place to rest, it couldn't hurt to ask." Pyrrha grinned, her optimism shining through.

"Well, which house do we knock on, I mean, it's not like we know who's in charge, all the buildings look exactly the same." Jaune sighed, scanning over them again. _Nope, not a difference. How are we supposed to know who to talk to around here?_

"Why don't we just pick a house, knock on the door and ask nicely? I mean, come on, look at us, they'll point us in the right direction, just let me do the talking." Neptune raised his head proudly before taking the initiative, walking up to the nearest house while his teammates all exchanged worried glances before they decided to follow along.

It was a long cabin like the rest of them, pretty much nothing special about it, besides the fact that they could hear actual living people inside. The four of them had been on their own ever since they escaped Vale and had only run into a few survivors since and all of them had been Huntsmen and Huntresses. This was the first intact village they had seen that wasn't overrun with Grimm or Grimm Zombies.

 **Knock-knock!**

Without hesitation Neptune knocked on the door, smiling brightly and coolly as he fixed his collar. Inside the house they could hear footsteps coming closer. Jaune and Pyrrha looked to each other before turning their attention back to the door, behind them Velvet stood waiting impatiently to see other people.

"Hello?" A young boy no older than twelve opened the door, he had dirty blonde hair and brown eyes and wore tattered trousers and a t-shirt.

"Hey there kid, are your parents home? We'd like to ask them something." Neptune squated down to the boy's eye level, smiling amiably… but the child looked nervous.

"Um, hold on." The boy looked around at the four members of the group, his eyes lingering on Velvet… or more specifically, her ears. "Mom! Some weird people are at the door!"

"Well who is it?!" A woman yelled back, they could hear her approaching them.

"I don't know Ma, I've never seen 'em before and they're dressed all funny." He called back to her, Jaune's team ignoring the insult to their attire.

"Who are you?" The woman's expression became instantly cold as she looked at them. She was a heavy set woman with short, curly brown hair and hazel eyes. She looked over the team suspiciously, bringing her boy close, putting her arms around him.

"Well Ma'am, we're Huntsman and Huntresses, I'm from Haven Academy and my friends here are from Beacon." Neptune had the sneaking suspicion that his charm was useless here.

"We're just looking for whoever is in charge here, we've come a long way and you're the first people we've seen in a long time and, well, we just want to see if there's anything we could do to help or maybe trade some supplies, possibly get a place to rest for a night?" Jaune laughed nervously, rubbing the back of his head as he trailed off, unable to keep his gaze on the now angry and defensive eyes of the boy's mother.

"We don't get stranger's in these parts, we've been just fine on our own for as long as I've been alive so maybe you all can just go back to where you came from! We don't want none of your kind here!" She growled, turning her son back into the house and pushing his shoulder, indicating for him to go back inside.

"Well that explains how they've been safe this whole time, they're completely isolated." Velvet frowned, but she already knew that was likely the case. The four of them had to go and get very lost to find this place.

"And that's just the way we like it!" She stomped her foot down with finality. "You wanna see the mayor, his house is the furthest back from here. When he tells you to get your asses out of here, you better well do what he says, we don't want none of your kind around here!"

And with that, she slammed the door in their faces with a bitter huff. Jaune, Pyrrha, Neptune and Velvet looked wearily at each other, all of them feeling very disheartened by the unexpected turn of events. Then, they all looked to Jaune, their de facto leader, for answers and directions on what to do next. With a soft sigh Jaune looked towards the far end of town to the house where the mayor supposedly was and for a long moment, he just stared at it.

"We should at least try to talk to the mayor, who knows, maybe he'll be more agreeable than that lady." Jaune smiled, trying to keep team spirits up… and it seemed to work.

"I think that's a wonderful idea, we won't know until we try!" Pyrrha's support meant a lot to Jaune, more so than the rest of his team.

"It's probably worth a try, can't get much worse of a reception than we just got." Neptune smirked, crossing his arms over his chest.

"Neptune is right, it's worth a shot and if they ask us to leave we'll respect their wishes." Velvet nodded cheerfully, her hope reignited.

"Alright then, let's get going!" Jaune did and about face, pointing towards the house with one hand on his hip before marching on ahead with his team following close behind him. As they walked through the small town the eyes of the villagers were glued to them. The team definitely stood out in their armor and unusual clothes, to people who had never seen Huntsmen or Huntresses before, they were probably a strange sight. Still, most of the looks only regarded them with curiosity rather than hostility. Jaune couldn't help but feel relief as they came up to the door of the mayor's house. _This time, I'll do the talking._

 **Knock-knock**

Again they could hear footsteps approaching, but this time, there was something off about them, they were heavy and uneven. Jaune had trouble placing his finger on what it was, right up until the doorknob turned and an old man with a cane stood before him, his hair was white and one of his eyes were clouded over, but the other was a brilliant blue.

"Who might you be?" He asked curiously, reaching for something out of sight behind the wall. For a split second Jaune worried he was grabbing a weapon, but instead, the old man brought up his glasses, placing them on his face to get a better look at them.

"Um, hello Sir, we're Huntsmen from the Academies and we've traveled a long way. This is the first settlement we've seen in a long time that hasn't been destroyed and we wanted to know if we could trade some of our stuff for food, maybe do some work for a place to sleep tonight? We've been almost non stop on our feet with barely any rest so, it'd be cool if you could um-"

"Huntsmen you say?!" He grinned wide, half his teeth were missing and the other half were decaying and yellowed. "I haven't seen a Huntsman is a long, long time, ever since I founded this here village. Oh he and I went way back, he's gone now, rest his soul, but he was a good man. He was from Beacon Academy in Vale, is that where you're all from?"

"Um, actually, yes. I'm Jaune, This is Pyrrha and Velvet and-"

"Oh my, girl, you there, are you by chance a faunus? It's been ages since I've seen one of your kind, it's only humans in this village you see, well you're quite a looker aren't you sweetheart!" He gave a loud, hearty laugh

"Um, thank you?" Velvet tilted her head but smiled courteously nonetheless.

"And I'm Neptune, I'm from Haven Academy, it's nice to meet you Mister?"

"Oh right, I darn near forgot my own name! Yes, I'm Old Calder and I'm the mayor and founder of this little oasis in the swamp! My dear old departed friend was a Huntsman, in his honor I'd be happy to let you stay the night!" He snickered. "I've got a spare guest room, might as well use it, you'll be the first!"

"We'd appreciate that so much sir you have no idea!" Jaune breathed a sigh of relief, smiling at his team who all looked equally thankful to have a place to sleep that wasn't under constant threat of attack.

"Well I'm just fix'n up breakfast, there's some here if you want it! In return you can tell me all about what's going on out there, I know I don't look it, but I've been out here for nearly a century so you'll have to fill me in on everything!" With a bright grin he waved everyone in before he turned around.

However, spirits sunk around Jaune's team and they thought about all they would tell him… about the plague, about the Grimm Zombies, about the fall of the Kingdoms and the Schools. They worried how he'd react to knowing his town may very well be one of the safest bastions of humanity left in the world. With a long, deep sigh Jaune turned from his team and followed him.

"It's a long story… you may want to sit down for this one."


	2. Outbreak

The hot summer sun beat down upon the bustling city and a dry wind swirled through the tall buildings. Cars raced by, the people of Vale going from place to place as their busy lives dictated, however two young women took their time as they leisurely strolled down the sparsely populated sidewalk. Ruby Rose smiled cheerfully, clutching a bag in her hand as she walked beside her teammate Blake who absently flipped through a book, glancing up from it every minute to make sure she didn't embarrass herself by walking into something.

"Thanks for coming with me to get Cresent Rose' new scope! Sorry about dragging you all around Vale though." Ruby's smile faded just a little as she looked expectantly at her teammate. Blake had been unusually quiet, even for her, something just told Ruby that Blake was troubled by something.

"It wasn't a problem, besides, I wanted to check out the antique book store that opened up recently. It was probably boring for you but I'm glad you came with, Yang and Weiss aren't really as into pleasure reading as we are, it's nice to share a hobby… I guess." Blake reeled herself back in, her gaze drifting away from Ruby's bright smile and sparkling silver eyes that looked up at her with delight and amusement.

"Yep! I totally get it! I've never been to an antique book shop before, it was really cool to see what they had! So don't be sorry, I had fun!" Ruby beamed, leaning forward slightly as she walked beside Blake.

"Well I'm glad you enjoyed yourself…" Blake's smile was soft and reserved as she held her book up a little higher to hide her expression from her leader. "I had fun too."

"I'm happy to hear it!" Ruby really was happy. As far as weekends went, this had been a fun one. Yang and Sun had gone off somewhere _Probably getting into trouble knowing those two._ All Weiss said was that she had errands to run while their friends from Team JNPR were already gone by the time Ruby and Blake had left their dorm back at Beacon. Ruby however was determined to make their little break from classes count.

"So, what's the plan now?" Blake tried to subtly change the subject and the mood between them.

"Well, I kinda made plans with Penny to meet up at a cafe nearby and then were were going to hit the arcade." This time it was Ruby who averted her gaze bashfully. For a moment, Blake was perplexed by how she said it, Penny was a close friend to Ruby so them hanging out wasn't anything special… _Unless…_

"Is it like… a date or something?" Blake hazarded a guess, her jaw clenching slightly as her tension rose waiting for Ruby to answer, but her leader only stared up at her with astonished wide eyes.

"Oh, heh-he… um, well, I mean, it's kinda like… um… no?" Ruby could barely speak coherently as she tripped over her own words, her cheeks growing redder and redder as she smiled awkwardly, looking anywhere but to her teammate.

"Well I hope you two have fun, whatever it is." Blake smiled amiably, closing up her book. Still, she couldn't help but feel an ephemeral pang of something, it was so fleeting she couldn't quite tell what it was… but she didn't like it.

"Look," Ruby's tone suddenly darkened, her eyes were fixed on the road ahead of them. "More armored convoys and soldiers."

Blake looked up and sure enough, about ten truck loads of soldiers armed to the teeth and a half dozen armored vehicles rolled down the street before taking a sharp left turn. Blake was getting a sinking feeling, a sense of foreboding in her heart as she looked at the soldiers, most were from Vale but some were Atlesian soldiers and mechanized units. _They're all heading into the Ghetto._

"I wonder what's going on?" The young leader's curiosity mingled with her own worry. This had been the fifth convoy they had seen since they left Beacon that morning, so much military activity was strange and bound to draw worry from the rest of the population. _Does Professor Ozpin know what's going on? Everything seemed normal back at Beacon._

"I heard there was a chemical spill in the ghetto but this level of military response along with so few hazmat teams… something isn't right." As her foreboding turned to fear Blake could feel her weapon growing heavier at her back, her instincts telling her that things were very, very wrong.

"Well, I don't think we should worry too much. If it was serious I'm sure Ozpin would deploy Huntsmen and Huntresses, maybe it's just a military exercise!" Ruby tried to settle her teammate's nerves, and her own, but something didn't feel right.

"You're probably right, and it's not like there's much we can do until we're given orders so we should just leave whatever it is to the militar-"

 **Bang!**

A single, very familiar sound abruptly cut Blake off, making the young Huntresses hearts skip a beat. The sound of a gunshot ringing from the slums of Vale. Their bodies tensed and their ears listened intently to the city that had grown unsettlingly quiet. Ruby slowed her breaths, keeping her heart calm so she could hear any subtle sound, at her back her Crescent Rose was at the ready, her hand slowly reaching behind her as she listened.

Then, what started as a single gunshot immediately escalated into an all out war, the city filled with the sound of relentless gunfire coming from the ghetto… and quickly moving closer. Ruby and Blake exchanged extremely worried looks before they could hear another, much more horrifying sound; Screaming, terrified, blood chilling screaming.

"Run!" A familiar voice screamed out at the top of her lungs before Yang Xiao Long burst from a narrow alley with Sun Wukong close behind. Their faces were pale as they ran as fast as they could in a panic.

"Yang!" Ruby called out desperately as she pulled out her scythe, aiming its barrel towards her sister and friend, ready to shoot anything that was pursuing them. Beside her, Blake unsheathed her weapon, pointing her gun following Ruby's lead.

"Just run!" Yang screamed again, frantically looking behind her to the alley they had came from with Sun holding his weapons in nunchuck form.

They had only made it halfway to Ruby and Blake before they got their first glimpse of what they were running from. A grotesque creature ambling on two legs, it's skin unnaturally black and its eyes burning yellow. It's face was just blackness except for its glowing eyes and gaping jaw filled with razor sharp teeth. It was definitely a Grimm, but nothing like they'd ever seen, it was as tall as a man and had sparse bone like armor on its elbows and knees, its arms ending in hands with four hooked claws.

 **Bang!**

Ruby fired a shot from her sniper rifle, her aim perfect as usual, blowing the Grimm's head clean off with a single shot before the spent shell was ejected from the side, falling beside her as she covered their retreat, her eyes darting around for any more of those things while her big sister and friend caught up to her and Blake.

"We've got to go, now! We can't fight those things here like this, there's too many!" Yang was… afraid, like nothing Ruby had ever heard from her big sister's voice before and it sent shivers down her spine.

"Yang, just calm down and tell us what's happening? What was that thing, where did you two come from and how many of those things are there?" Blake put her hand to Yang's shoulder, her amber eyes calm and steady, hoping to lend her clarity to her partner.

"Sun and I were bored so we decided to sneak into the ghetto, it was quarantined and there were soldiers all over the place but we found a way in. We didn't believe that bullshit about a chemical spill so we decided we'd go and check it out." Yang took long, heavy breaths, trying to collect herself as she repeatedly glanced back behind them.

"That was a big mistake!" Sun turned around, facing the alley with his weapon ready. "There were field hospitals up all over the place and there were a bunch of sick people… and bodies, so many bodies wrapped in black bags. We were stuck watching, we couldn't make it out past the soldiers so we just waited and watched… then, they started shooting the sick people. We didn't understand why until we saw one of them change." His voice was chilled like ice with horror and revulsion.

"The people, the ones that didn't die, they turned into that thing you just shot and when they did… they started killing the soldiers, the doctors… everyone. We got the hell out of there in all the confusion but Ruby… there were so many, more than I could count and they're breaking through the blockades the soldiers set up! That's all we know, now we have to get out of here now!" Yang gritted her teeth and grabbed Ruby by her wrist, her eyes burning crimson.

"It's too late…" Blake's voice quivered as she looked behind them. The sound of gunfire drew all their attention. The direction Ruby and Blake had come from three soldiers backed out of an alley, firing into it as the back pedaled as fast as they could. Then, they gushed out from the spaces between the buildings, dozens of them, clawing at groaning like they were in agony as they chased after the soldiers, their guns doing little to curb the sheer numbers of the horde!

"Damn it!" Yang growled, her Ember Celica's enveloping her hands as they took their gauntlet forms, rounds clicking into place ready to fire.

"More are coming from this side!" Sun took a fighting pose as more of the creatures ambled out from ghettos into the main city from where he and Yang had escaped.

"And this side!" Ruby turned the barrel of her scythe as more of them shuffled out from between the buildings, windows shattering in the buildings above as they invaded the homes of the citizens.

"That's impossible! The ghetto is the opposite way, they're coming from main street, towards Beacon! How the hell did they get over there?!" Sun fired a shot, killing one of them but knowing that even combined, they didn't have enough ammo to take down all of them. Blake and Ruby were the best off with more ranged bladed weapons but he and Yang would have to get in very close and risk getting swarmed.

"I don't know, but we're surrounded." Blake stated what they all dreaded but knew to be true. In the distance they could hear more gunfire, police sirens and air ships taking off. The city was in chaos… and that would only attract more Grimm.

"We need to break through and get out of here!" Ruby gritted her teeth, loosing one shot after another, making damn sure each one counted. They were moving slowly but she could tell they were being methodical as they surrounded the group of teenagers.

"Sun and I will clear a path, you two follow close and keep them off our backs!" Yang slammed her gauntlets together as her aura flared with an intense heat and light, her rage burning as hot as her Semblance, giving her the strength needed to breath through.

"Let's do this!" Sun took a deep breath and focused on his semblance, pushing it to his limit he manifested four spectral clones of himself before mentally commanding them to jump into the slowly encroaching horde!

Then Yang charged in with a belligerent scream, firing shots from her gauntlets, blasting away a few of the Grimm creatures with each blast! Ruby followed close behind, her scythe compacted into gun mode as she fired into the horde, aiming as best she could while running with her sister. Blake took up the rear, shooting into the now much faster approaching horde at their backs.

The group's attacks were barely making a dent and Ruby saw that. Sun had to keep all his focus on his spectral incarnations and was only able walk slowly forward while Blake was rapidly running out of bullets. _It doesn't matter, they're too close, I'll have to cut them down!_

'This isn't working, we can't break through! The ones in front of us are holding the line, keeping us focused on them while the others around us move in! How are they so smart!?' Ruby bit down harder, the recoil of her gun slamming into her shoulder with each round. _This isn't going to work, this just seems like exactly what they want!_

"New plan! Everyone get close!" Ruby screamed at the top of her lungs, praying she had the strength to do the only thing she could that even had the smallest chance of saving them.

Immediately everyone fell in. They had very little room to move, their attacks buying them very little time as the horde inched closer, encircling them now less than two arms lengths away. Blake kept them back with rapid slashes of her sword extended out by her ribbon while Yang punched out more and more blasts. At Ruby's back Sun swung his weapon around as fast as he could, his ammo running nearly out but the fury of his attacks working well to keep them at bay.

"Whatever you're gonna do you better do it now!" Sun grunted as he slowed his fire, conserving as much of his ammo as he could, resorting to knocking them back with blunt force as their jaws snapped at him.

Ruby took a long, deep breath… and dropped her scythe onto the ground. She closed her eyes and activated her Semblance. Air swirled around them along with a flurry of Rose petals, the sheer force of the wind from her rapid, spiraling movements blowing back the encroaching monsters. _I've never lifted this many people with my Semblance, but it's the only shot we have. Sorry Crescent Rose…_

 ** _Whooosh!_**

The entire team was scooped up in a red blur. Ruby felt the immense strain of their weight as she pulled them up, stalling for only a moment before the force of her Semblance shot them all forward like a slingshot! Ruby gritted her teeth against the shear forces that tested her aura to its limits. With all the strength she could muster Ruby bolted up the side of an adjacent building, running along the side in an arc… before her Semblance gave out.

She felt a sharp impact against her head as she tumbled along the pavement. The world blurred but she managed to see three blurs fly past her before she came to a dizzying stop. Rubbing her head Ruby forced herself to stand, they were no long surrounded but the horde had finally caught up with what happened and were all glaring hungrily at them, and now, she was without her weapon.

The rest of the group had fallen with her, all thankfully carried successfully by her Hail Mary pass. Blake was staggering up beside her and Yang was getting to her feet a short distance away, but Sun had fallen the farthest and was still down with more of those Grimm creatures closing in on him.

"W-we need to retreat." Ruby groaned, looking rapidly in front of her and behind her, both at the approaching mass of hungry Grimm and at Sun who looked as though he was knocked unconscious by the fall. _We need to grab Sun and get out of here, more of those things are coming and I don't have Crescent Rose._

"Ruby, I hate to say this but I don't think that's an option… there's nowhere to run." Yang was huffing for breath as she stepped back, her shoulder bumping against Ruby and Blake as they formed a triangle, having each other's backs. In front of Yang she could see Sun finally starting to move before another dozen Grimm creatures moved between them and him, most focused on the easy prey still struggling off the ground across from them. _They're gonna get him! We have to do something! I have all of about three rounds left, Ruby lost her scythe and Blake hasn't fired a shot, meaning she's probably very nearly out of ammo too. Damn it! I'll just have to punch my way through and-_

"Get away from him!" A familiar voice cried out before a shower of ice spikes impaled the Grimm! Weiss stood triumphantly before them, her sword out and with a spin of her revolver at the hilt of her weapon, she was ready for another bout.

"Can you stand? Because there's a lot of these things and I could really use a the help." Weiss extended her hand out to Sun without looking down, keeping her other hand firmly around her weapon.

"Eh-heh, yep, I'm all good over here." Sun laughed weakly as he took Weiss hand and helped himself up, grabbing his weapon off the ground.

"Good, because more are coming." Weiss said darkly as she ignited a glyph in front of her. By her side sun shook himself back into clarity, his nunchucks ready.

"Weiss, thank goodness." Ruby breathed a sigh of relief. Reinforcements were arriving and undoubtedly, Huntsmen and Huntresses were being deployed to contain the situation. The tide of battle could turn in their favor at any moment… _We just need to stay alive long enough to see it!_

"Don't celebrate yet Sis!" Yang grunted as she shot at the Grimm, sending a handful flying back but only killing a couple. _Two shots left!_

"I'm almost out of ammo!" Blake growled, resorting back to slashing as rapidly as she could to keep the ever growing horde back.

"We just have to stay calm and alive until help gets here!" Ruby tied to keep morale up but Yang and Blake could only keep them back so much on their own and without her scythe she was all but useless. _Come on, think! There has to be a way-_

Her thoughts were cut off by a nearly deafening roar of rapid gunfire, mowing down dozens of Grimm creatures in a single sweep. Striding out from a nearby alley with a confident swagger, Coco Adel appeared, her gatling gun at her side and a cocksure grin on her face.

"And here I was trying to have a relaxing day at the mall… congratulations, you've pissed me off." With a hard glare, she looked from her right where a now sizably cut down horde was still approaching, and then to her left, where Ruby, Yang and Blake looked at her with immense relief. The cavalry had arrived, and you couldn't do much better than Coco Adel.

"Hell yeah! Now it's a party! Sis, try and get your scythe back while we take care of these- Gah!" Yang cried out in pain as one of the Grimm creatures fell on top of her from above, jumping out of a smashed window!

"Yang!" Ruby cried out in helpless horror as her sister struggled with the monstrosity! Overhead more of the creatures leaped from the windows above them, aiming their fall to land atop their prey! However, they were blown apart in a hailstorm of bullets as Coco ripped them to shreds!

"I… hate… clingy… guys!" Yang growled as her Semblance flared, her eyes burning crimson and with her immense strength she easily turned the tables, rolling it under her before beating its head into the pavement with a flurry of rage fueled punches!

"You killed it, save your strength, there's plenty more where they came from." Blake gently grabbed Yang's shoulder as the blonde huffed for breath, spitting at the ground as she stood up, the Grimm's body evaporating at her feet.

"Yang, y-you're bleeding…" Ruby's eyes grew wide as she watched scarlet drops trickle out of a wound on her arm, two long but shallow gashes sliced down her bicep.

"Oh, damn, that fucker had one nasty bite if it bit through my aura. Watch out for those things' teeth." Yang laughed it off, looking around her for her next target. Coco had joined them but they were still low on ammunition and one weapon short.

"It'll heal, right now we need to find a way out of here. Any bright ideas kid?" Coco turned to the young leader of team RWBY whose eyes were scanning the hordes. Weiss and Sun were doing pretty well on their own and Coco's attacks were devastating their numbers, they just needed a place to hold out for more reinforcements; the rest of team CFVY, maybe Team JNPR and of course, their teachers! _Alright, then all we need to do is find a place to hold our ground until more help gets here!_

"S-something's… not right…" Yang stammered. Her vision blurred and her mind was rapidly becoming foggy. Her limbs felt numb and her body felt weak and cold as she swayed back and forth, desperately trying to keep her balance as she fell further and further from awareness.

"Yang!" Ruby cried out as she caught her sister whose body was very nearly limp against her own.

"R..u...by…"

"Yang, what's wrong!?" Ruby held her sister by her shoulder's in front of her, shaking her in a desperate attempt to keep her conscious. Her skin felt hot like she was running an impossibly high fever.

"Get… away… n-now…"

Ruby's eyes grew wide in horror as Yang's shallow wounds began to smoke with a black haze and and spreading from the two slashes her skin was swallowed up by darkness, crawling up her arm. Ruby could feel Yang's bones snapping like twigs inside her body as her limbs contorted and reshaped, bone like armor protruding from her unnaturally inky skin, covering her hands. The darkness flowed through her veins, dyeing them black as it coursed through her blood while it rapidly consumed her, reshaping her body into a terrifying figure.

"Y-Yang…" Ruby's voice was barely a murmur as her big sister transformed into… something else, something wrong and evil… Yang was turning into a Grimm. Blake and Coco stared at the sister's in denial of what absolutely couldn't be possible. The last of her body was consumed in darkness, her eyes glowed red and her jaw disfigured, growing wide as her teeth morphed into long fangs while the bony armor grew at her chin and above her face, forming a long horn that jutted out between her eyes.

"N-no… no…" Tears pooled in Ruby's wide silver eyes as she held what used to be her sister. It's glowing red slits pierced into the girl before it, its head tilting as it hissed quietly. It's jaw swung subtly from side to side. At her back Ruby could feel its arms slowly wrapping around her, its sharp claws digging into her flesh as its mouth opened wide!

"Yang… you're still in there… aren't you?" It couldn't be true, it couldn't be. Even as she felt the sharp pain of its claws hooking into her back she knew it couldn't be true. Even as its neck craned down, she couldn't believe it was true. Ruby closed her eyes… and prayed.

"Yang don't!" Blake screamed as her mind finally caught up with the harsh reality… but it was too late.

"Aaah!" Ruby screamed out in pain as the Grimm who used to be her sister sunk its massive fangs into her shoulder, piercing her aura, her flesh and her bones before coming out the other side on both ends. The pain was unbelievable, her tiny body trembled as the Grimm squeezed its prey tighter, biting so hard Ruby could feel her bones crunching from the force. Blood poured down from the wound, her warm vital fluid flowing down her arm and dripping from her fingertips as she stared blankly forward, her breaths soft and shallow.

"Ruby!" Blake cried out as she reached for her sword, beside her Coco aimed her large gun at its head… but having seen Yang, her friend, transforming into that before her eyes, even she hesitated to pull the trigger. Still, as they hesitated, Ruby was bleeding out and going into shock, both from the physical trauma, and the trauma of seeing her sister turn into a monster before her eyes.

"I'm sorry… Yang." A gruff voice filled with pain and sorrow whispered before in a glint of steel… the Grimm that was once Yang Xiao Long was beheaded. A tall man with a cape stood in front of Ruby with his sword at his side as her head fell to the ground, her body dissolving as the bleeding girl fell to the ground, staring blankly at the evaporating corpse with tears silently rolling down her cheeks while her blood pooled around her.

"I was too late… for both of you." His crimson eyes glistened and his voice betrayed his broken heart as he raised his sword up to the small, blood soaked girl, his own niece. With a trembling breath he aimed the barrel of his gun at her head. "I love you kid…"

"You get away from her this instant!" A young girl screamed an instant before half a dozen swords shot at him from behind, guided by nearly invisible threads! However, the experienced Huntsman parried the attack and jumped out of the way before she could strike again.

"Penny!" Blake called out, getting their friend's attention as she stepped in between Qrow and her leader. "Protect Ruby!"

"I'm trying to do her a favor, she's already been bitten and you know what happened now to people who get bitten by those things." Qrow glared at them, but his eyes softened as he looked at the little red hooded girl staring brokenly down where her sister's body had evaporated.

"Sorry old timer, but we're not letting you kill her." Coco stepped forward, aiming her gun at him while keeping her eyes darting back and forth, ready to shoot at any more of those Grimm Zombies, but the horde seemed to be thinning as they spread out through the city.

"Ruby is our friend!" Penny declared as she stepped in front of the group, standing directly between Qrow and Ruby. "You will not harm her!"

"Like I said, I'm trying to help, unless you want her to end up like her sister. Trust me, you'd rather me do her in while she's still human." His expression grew frigid as he raised his sword up to them. "Last warning, hand her over or I'm going to get her. Either way, I'm not letting her turn."

"Come and get her gramps!" Coco gritted her teeth, bouncing her weapon up and down slightly to gauge just how much ammo she had left. "Blake, grab Ruby and run, we'll be right behind you."

"You two can't fight him alone and we can't risk getting separated. Ruby would want us to stick together." Blake had no doubts in her heart or mind that if Ruby was in any condition to give orders, that would be what she would want. Still, she knelt down and gently put one arm behind Ruby's back while her other arm reached under her legs. Blake could feel Ruby's hot, sticky blood against her skin as she lifted her leader up in her arms. _Qrow is powerful, even Penny and Coco would have a hard time against him on their own._

"Your funeral!" Qrow growled, his sword transforming into a scythe, a signature weapon that he had passed down to his niece who he was now determined to put down in a mercy killing. His gaze locked on Ruby in Blake's arms, her eyes were closed as she slipped into unconsciousness.

"No!" Another firm and defiant shout echoed down the Grimm Zombie filled streets. An instant later Qrow's weapon was enveloped in a powerful force that ripped his weapon from his hand.

"We are not losing anyone else!" A young man shouted as all eyes turned towards to duo of Jaune and Pyrrha, her bodies covered in dust and soot and their eyes filled with pain and rage.

"Well if it isn't the invincible girl and vomit boy." Qrow laughed bitterly, putting his hands on his hips. "Not losing anyone else, that's what you said right? I take it since your team is down to just the two of you, you've seen what happens to someone who gets bitten right?"

"Shut up!" Jaune roared like a lion as he bared his teeth and raised his sword, by his side Pyrrha stood ready with her spear and shield.

"Ruby's been bitten! I'm trying to put her out of her misery before she turns! You've seen what happens, I can tell, so maybe stop getting in my way!" His eyes shifted from Pyrrha to the team that held his unconscious niece as was slowly backing away.

"R-Ruby's been bitten…" Jaune's blue eyes softened with disbelief and horror as his head slowly turned towards the unconscious girl. They could see the blood trickling from her large wound, dripping onto the ground as it flowed through that arms that held her closely and protectively.

"Now you're starting to get it. So, if you want to help her, you can help me get her back." He knew he was running out of time and the five of them together would be a handful even for him, not to mention the Ice Queen's little sister and the monkey faunus who were quickly plowing through the lesser Grimm Zombies.

"You can't!" Blake shouted at the top of her lungs, holding the small girl tight against her chest, her amber eyes glistening with tears as she stepped back while in front of her Penny and Coco stepped forward, their weapons ready to take them all on if they had to.

"Please, Ruby is your friend too. Have faith in her, she will pull through!" Penny's bright green eyes were hard with conviction and certainty as she moved her swords out in front of her, spiraling them, preparing to fire her most powerful attack to buy them enough time to escape.

"We don't want to fight you, we just want to take Ruby and get out of here." Coco looked between the three parties as she slowly backed up, hoping to hell she wouldn't have to fight Pyrrha.

"Penny's right… it's not our place to take her life, and it's not yours!" Jaune took a defensive stance, his shield out and his sword back.

"Get going! We'll hold him off!" Pyrrha nodded to them, taking aim with her rifle at Qrow.

"Thank you!" The relief and gratitude in Blake's voice was overwhelming as she stepped back into the shadows of a nearby alley, her ears twitching and rotating towards every sound, making sure there was nothing behind them. Penny turned on her heel and ran after Blake and Ruby, keeping her swords at her sides while Coco backed up behind them, keeping her sights on Qrow before she too vanished into the darkness.

"That was a big mistake!" Crow growled as he walked towards Jaune and Pyrrha, his fists clenched at his side. His weapon was just a hindrance against Pyrrha but he wasn't too bad with his fists and he still had his Semblance.

"Sun! We have to help them! They don't know what Qrow is capable of!" Weiss swung her sword, sending a gust of wind to knock back a few more of the endless stream of the Grimm Zombies.

"Yeah well, we're kinda busy here incase you haven't noticed!" Sun was long since out of ammo and was beating them back with his staff but fatigue was quickly setting in. Then, his eyes caught a very distinctive looking Grimm Zombie lumbering out from between them and Qrow.

It was shorter than the others and had large spines along its back. Its eyes were big and glowing like any Grimm, but it long tail with a large, blunt bone like structures protruding from it forming a large and deadly looking hammer. It walked forward with an unnatural strut for something that used to be human, walking on its toes with an extra joint as it stalked up to them. It's head tilted back and forth as it looked and Weiss and Sun.

Its maw opened wide and it let out a deafening roar that overwhelmed all other sounds, the pressure of its voice creating a gust of air the nearly toppled the Weiss while Sun had to brace himself against it thanks to his larger size. The large hammer at its tail swung side to side as it crouched down as spread out its barb covered arms.

 _It's different from the others, way more powerful... damn it, I'm almost out of Dust and Sun is out of ammunition! We can't fight that thing while keeping the weaker ones at bay and help Jaune and Pyrrha with Qrow!_ Weiss gritted her teeth as it cautiously approached them, groaning and growling hungrily with each step it took.

"Um, I think it's time for a tactical retreat!" Sun was running on fumes and his aura was completely depleted, he couldn't take so much as a single hit in his state. Still, he could hear more of those things behind them and to the sides, escape wasn't much of an option.

"I agree but there's nowhere to go. We have to stand our ground until more help arrives!" She spun her revolver, loading her fire Dust.

"Or you could come down here." A girl's voice deadpanned from… below them?

 **Fwooosh!**

Weiss unleashed a powerful fireball before throwing down a glyph that send the unique Grimm Zombie flying backwards, thought much to her dismay it seemed barely phased by her attack as it got up. With a few moments bought by her attacks Weiss looked down beside her, a hole had opened in the street where there wasn't one before, and a girl bright red hair about her age dressed in… well, very little, stood holding the hatch open looking expectantly at them.

"Who are you?" Weiss asked hurriedly before looking back up to the Grimm, throwing out another fireball to keep it back.

"I'm Thistle, I can tell you my whole life story once we're safe! Get in or I'm leaving you here!" The mysterious girl barked impatiently. Weiss looked to Sun who was already walking over to the underground entrance.

"Okay!" Weiss agreed reluctantly before giving another spin of her revolver, bringing up the last of her ice dust. With a slash of her sword she threw up a thick wall of ice around her and the hole Sun was already walking into. _There's nothing I can do for them, Pyrrha's strong, they'll be okay._

"I'm coming!" Weiss sheathed her rapier at her side and walked down the steps inside the hole before Thistle shut it behind them, plunging them into darkness.

Meanwhile, Qrow stared down his opponents, Jaune and Pyrrha were a surprisingly good team and vomit boy had gotten some moves, but he managed to get some good licks in on both of them. _Still, Ice Princess and the faunus are gone and now all eyes our on us. Unless I want to end up getting bitten myself, it's probably time I left. Ruby and her pals are long gone anyway._

"Fine, have it your way, but just know that Ruby's suffering is on your hands now." Qrow spat bitterly as he back up towards his weapon, picking it up off the ground.

In a blur of black and a flurry of feathers, Qrow was gone along with his weapon, in his stead, a black bird flew into the safety of the sky. Now, with Ruby's team gone, Weiss and Sun gone and Qrow gone… Pyrrha and Jaune were left alone in the middle of a massive horde of the Grimm Zombies.

"Pyrrha… it's Nora." Jaune's voice was deep with hurt and anger as he pointed his sword at the Grimm Zombie with a hammer like tail.

"I know… and it appears that we're completely encircled, there's no way out." Her tone was disturbingly calm as she looked to the approaching Grimm Zombie that was once her cherished teammate. "I think this is our last stand Jaune."

"Well, there's worse people to be with when you're about die and the world is falling apart." Jaune smiled with a bittersweet smirk, putting his back to hers. The horde closed in, now almost in arm's reach with the Hammer Grimm about crouching down for the pounce, ready to tear into their flesh and turn them into monsters like her.

"I was thinking the same thing." Pyrrha smiled softly, closing her eyes as she focused solely on the warmth coming from Jaune at her back. _I suppose this is the end…_

"Don't move!" A soft voice yelled out from above… immediately before a deluge of bullets rained down like a storm of lead from above, cutting down the horde with the efficiency of a powerful gatling gun. At first they thought it couldn't be true, the voice and gunfire were coming from the opposite direction that Coco had left with Ruby. Then, a moment later, they realized who the voice belonged to.

"Velvet!" Jaune cheered as her translucent blue magic copy of her leader's powerful weapon hung at the bunny faunus' side.

With an amiable smile velvet's weapon transformed in a solid light replica of Ruby's scythe as she fronts flipped from the top of the building, landing lithely on her feet with Crescent Rose held just as its true wielder would. With a dazzlingly rapid series of slashes Velvet cut down another dozen Grimm Zombies.

"Jaune watch out!" Pyrrha cried, jumping in front of Jaune with her shield out, bashing the Grimm that was once her teammate in the face before kicking as hard as she could in the abdomen, staggering it backwards.

"Aaah!" Jaune screamed as he smashed his shield into its face while it was still reeling from Pyrrha's counter. Behind them Velvet was making short work of the lesser Grimm Zombies. _We're the ones that will… that will… put Nora out of her misery._

A bitter, unbearable rage burned in Jaune's heart, he let it consume all his other feelings; His fond memories with their happy and hyper, eccentric teammate, someone he had relied on since first arriving at Beacon. A dear and beloved friend… he buried all of it underneath as self directed anger as he slashed his sword at the beast, cutting it across the chest as tears blurred his blue eyes.

The Grimm let out another deafening roar as it lashed out with its claws at Jaune but again Pyrrha covered him, knocking away her talons with her spear, cutting off one of her hands before Pyrrha used her polarity Semblance to bring her weapon back into her hands!

"Nora… forgive me." Clenching his jaw Jaune closed his eyes tight and stabbed his sword through it's neck with all his might! With an agonized scream the Grimm Zombie spun around and slammed its hammer like tail at Jaune, hitting his shield with enough force to send him flying into a building, cracking the brick surface with his body before gravity took him until he met the pavement… hard. That single blow was enough to wipe out almost all of his aura and hurt more than a lot. Still, gasping for his lost breath, he forced himself to shakily stand.

"I'm sorry we couldn't save you." Pyrrha closed her eyes, holding back her tears as she gripped Jaune's sword with her Semblance while it was still lodged in its neck. Then, she ran, leaping over its deadly swinging tail as she pulled the sword along with her in a circle around the Grimm… until its head fell from its body.

Pyrrha could bear to look as she hugged herself with one arm, her eyes shut as the tears she had held back flowed down her cheeks. After a moment, she could feel an arm wrap around her from behind, holding her close. Jaune watched as the last of Nora's Grimm body evaporated into a black smoke until there was nothing left of her. Nora was gone.

"We need to go." Velvet looked down at where Jaune was staring, only now realizing that it must have been someone they knew, a teammate. Her stomach felt sick as she thought about what they had to do and in the back of her mind, the possibility of it being her in their place, and one of her teammates that she had to do that to… it made her nauseous and heartbroken.

"H-have you seen Coco… she was supposed to be going to the mall around here and I can't get a hold of her on my Scroll." The pure worry and fear in Velvet's voice tore Pyrrha and Jaune from their grief stricken stupor.

"Y-yes, we've seen her. She left with Ruby, Blake and Penny not long ago, she's safe." Pyrrha rubbed her eyes clear and took a long steadying breath, but her eyes were still fixed on where Nora had fallen.

"Oh what a relief! If she's with those three she'll be fine. We really should get going, I can hear a lot more coming this way. There's apparently a safe zone where the military and Huntsmen are holding the line against these things, it's near Beacon, we should head there now." Velvet frowned, her gaze following Pyrrha's to where they had killed the Grimm Zombie.

"I'm sorry for your loss… were they a teammate?" Velvet wasn't sure if it was right to ask, but she just felt like she had to say something.

"It was Nora… we were swarmed by those things and while we were fighting them, one bit her and- and… Ren, he couldn't leave her." Jaune's words were choked as he swallowed back his tears. "We need to leave, we should get to the safe zone before it gets dark."

"R-right… we should keep moving forward… it's what she would have wanted." Pyrrha gripped the hilt of her spear tight in her hand as anger and grief singed her heart.

"Come on, Beacon isn't too far, if we stick to side roads we can probably avoid a lot of those things." With a heavy sigh and a heavier heart, Jaune began walking forward with Pyrrha and Velvet behind him. _I hope what we did for Ruby was the right thing. Please, I don't want to lose anyone else so please pull through._

* * *

"Okay, I appreciate you saving us but would you mind telling us who you are now?!" Weiss, Sun and their mysterious new friend Thistle had been walking in a narrow, dark, damp and musty underground tunnel for the better part of an hour. The concrete walls around them were barely tall enough to accommodate Sun but it muffled the sounds from above ground to the point of near silence as they walked down the long passage.

"Well, my name is Thistle Tsvetok, I'm from the ghettos. I made my living as an underground fighter and I know some pretty shady people, but those connections got me into all the secrets in this town, including these pre-Great War tunnels. Satisfied now?" Her tone was an even mix of defensive and annoyed as she lead the way for them. At her wrists were her weapons, large, wide bracelets painted purple and green.

"An underground fighter? Well that explains a lot." Weiss huffed indignantly, folding her arms over her chest.

"Hey, I don't want to hear it from you princess. Maybe don't be so quick to judge people, looking at you I'd never guess you could fight, but I'd be wrong. That's why I decided to help you." Thistle's tone softened with understanding as she looked up at the concrete ceiling lined with dusty light bulbs protected by metal grates. "Things are only going to get worse up there, it wouldn't hurt pairing up with some strong people who know how to handle themselves, plus it's nice to hang around people my own age."

"Whoa whoa, did you say you're from the ghetto!?" Sun gasped, finally catching up with the conversation in front of him. "Me and… a friend, we snuck in there past the quarantine zone earlier today, by the time we got out of there the place was hell with those things everywhere. How did you get out of that alive!?"

"Like I said, I'm a fighter, but I knew things were going downhill fast days ago." Thistle's tone held a dark edge to it that neither Weiss nor Sun could fully understand, but given what he had seen there after only a couple hours, Sun could guess she had been through a lot.

"Would you mind telling us everything you know? If you're comfortable talking about it of course." Weiss' voice was gentle with sincere compassion. She had seen her friend, her teammate, turn right in front of her, close enough to see all of it but too far away to help. This was not a time to be fighting amongst each other.

"Hmm, I guess if we're going to be a team, I can trust you." Thistle smiled a little at the notion of a team, knowing full well going it alone was probably suicide now. "It all started about a week ago when what seemed like a simple flu spread through the slums. People came down with a cough, high fever and terrible nightmares and hallucinations. After a few days… the bodies started piling up and the Kingdom knew something really bad was happening. The next morning after the first dozen deaths and rumors of monsters roaming the slums, soldiers and hazmat people came in and started locking down block after block, quietly imposing curfews and within forty-eight hours, we were put under martial law, and no one on the outside knew much of anything, the official story was a chemical spill apparently."

"That must have been terrifying." Weiss frowned at the small girl in front of her, imagining what she must have gone through made her heart at once ache and fill with anger towards those who covered such a thing up.

"I won't lie, I was scared… I was always scared I'd be the next to get sick, the next body laying in those big black bags. Then, I wasn't. I didn't get sick, even after my own family…" For the first time since they had met, Thistle let herself be vulnerable for just a moment, her voice quivering and her fists balling at her sides as she recalled her family and what happened to them.

"I'm so sorry… you don't have to tell us any more." Part of Weiss wanted to reach out, extend a gentle touch as her leader would have done… but she didn't.

"No, it's fine, it's probably best for all of us if I tell you everything I can." Thistle shook her head, clearing it of her tormenting emotions before she continued. "So, I didn't get sick, and neither did a few of my friends who were all mercenaries, criminals, ex-Huntsman or fighters like me; basically, anyone who's aura was unlocked. Same seems like it's true for the people outside the ghetto too, our aura protects us from the airborne disease, but once you're bitten… it's over."

"That can't be true!" Sun growled. "There has to be a chance right!? I mean, she- she's going to turn like that for sure right?!"

"Sun…" Weiss gave a painful and bitter sigh as she looked down at the floor, her eyes dull with grief and heartbreak.

"She? You have a friend who was bitten?" Thistle stopped and turned to her new teammates and as soon as she saw the looks of desperation and hopelessness in their eyes, she knew that had lost a great deal too. "I'm so sorry, everyone who I've seen bitten turns, without fail."

"I have faith Ruby." Weiss' words were little more than whispers but they could all hear the conviction in them loud and clear. As her cool blue eyes rose up, there was no trace of doubt in them. "She will pull through."

"I hope you're right, it sounds like she's very important to you." Thistle reached her arm out, placing her hand tenderly on Weiss' shoulder. "Faith is important in times like this, and by that look in your eyes, this Ruby girl is someone worth having faith in."

"Thank you Thistle…" Weiss smiled thankfully, tears pooling in her eyes. _She's going to be okay, she has to be._

"So, where are we going?" Sun smiled, putting his hand on her other shoulder.

"It's not much further, but we're going back to the ghetto, there's some things there that we're going to need and right now it's probably the safest place in the city since all those Grimm Zombies moved outward from there." Thistle's face became most neutral and serious as she turned around and began walking down the passageway with Sun and Weiss following wearily behind.

* * *

Night had fallen and with the setting of the sun Blake could see the city of Vale burning and with her cat ears she could still hear gunfire and screaming. The four of them had managed to retreat and get clear of the city, running to the woods on the city side of the mountains that protected Vale from the Grimm, though from all around the city, the Grimm marched in, coming by land and air they came to deal a devastating blow to an already dying city. The only silver lining was that with all the negativity and fear in Vale, the Grimm ignored them completely as long as they gave them a wide berth.

"I still can't believe this is happening…" Blake whispered to herself as she watched her home burn under siege from all sides. The CCT had failed hours ago, communication outside the kingdom was impossible and communication within the kingdom was all but pointless now. The Huntsmen and Huntresses were fighting back with everything they had, the police and military were forced back to a defensive line that was failing more and more by the moment. She knew that soon the refugees in the safe zone would be picked off the by Grimm and the Grimm Zombies. Those that couldn't fight were going to die.

"Blake." A soft, worried voice chimed, stealing Blake from her dismal thoughts. As she turned from the branch she sat in midway up a tree, she looked down to see Penny staring up at her.

"How is she?" Blake's tone was cold as she hopped down from the branch, landing on her feet in front of Penny, bracing herself for the worst possible news.

"She still hasn't woken up. Coco is tending to her but her fever, it just keeps rising and her wound is still bleeding a little, her aura isn't healing it. I- I think you should come back… just in case." Penny trailed off, her gaze falling to the ground as she held her hands together in front of her, her fingers clasped to comfort herself as the worst possible reality became more and more likely.

"I've already lost Yang… I can't lose Ruby too, I- I just can't." Her fists trembled at her sides and her cat ear deflated atop her head as she bared her teeth against the very idea of a world without Ruby… _facing this world, without her._

"Blake, we must have faith in her! Ruby is strong and she will pull through! She's fighting it right now, with everything she has! We need to be by her side now, it's all we can give to her but it is an important thing!" Penny's arms shot up, her hands gripping Blake as she shook her gently, and in the moonlight, Blake could see tears glistening in her emerald eyes.

"I just don't want to see her… if she changes. Watching Yang… I'm going to have nightmares of that for the rest of my life. Every time I close my eyes I see her changing, I hear her bones cracking and I hear her begging for Ruby to get away from her with her last breaths as a human. I can't see that happen to Ruby, not to her… not to her." Penny could feel Blake trembling as drops rolled down her cheeks, her breathing rapid and shallow and her heart pounding in her chest.

"You care very deeply for Ruby…" Penny said softly as she took her hands from Blake's arms, letting them fall back to her side. "I do too… I don't want to lose her, but I'm not ready to give up on her either. Are you?"

"N-no… I'm not! I- I lov- I mean… I care so much about her, and I do have faith in her, she's unique, all of us know that… I'm just terrified of being proven wrong." With a quivering exhale she dried her eyes before looking back up to Penny who smiled warmly at her.

"I love her too and I believe with my whole heart that she will make it through this!" Penny gave a firm nod as she took Blake by the hand and without waiting for another word she began pulling her teammate, guiding her back to their small camp. Blake stared at her with a baffled expression, but as they walked, she couldn't help but smile too. _Penny is a good person, I'm glad Ruby has someone like her._

As they approached, Blake could hear their small fire crackling, a faint orange glow shined through the trees. However, Blake's smile immediately dissolved as she heard the painful moaning and tepid breathing of their leader. Blake could feel Penny's hand holding her's tighter as they walked into the camp, and she couldn't help but reciprocate.

"She's not doing well, I don't know exactly how high her fever is but it doesn't feel good at all." Coco's disheartened tone told them almost as much as the dull, worried look in her eyes as she absently cleaned her gatling gun to keep her mind occupied.

"Ruby, we're here for you…" Blake spoke softly as she let go of Penny's hand, kneeling down beside Ruby who was laying on the ground swaddled in a sleeping bag with a cool, damp cloth over her forehead. Tenderly she took Ruby's hand in her own and immediately knew that her condition was dire; she was burning up.

"B..Blake…" Ruby groaned deliriously. She was shivering and whimpering from the intense pain, but she was too weak to cry or scream.

"That's right, and Penny and Coco, we're all here for you so- so you stay strong for us okay, you fight this and you show it what Ruby Rose is capable of. Don't doubt yourself, I know you're capable of so much. You can't leave us now, you can't, we need you… I need you. Please, please pull through." Tears silently rolled down her cheeks, dropping onto Ruby's hot, trembling hand. Blake's teeth bit down as she tried to hold back the sobs in her throat, but even so she was helpless to stem the flow that poured from her eyes.

"Penny… what's her fever at?" Blake's voice was strained and broken as she whispered to her teammate who knelt down beside her.

"Do you really want to know?" She sighed, looking at Ruby as she reached out to her, tenderly brushing her bangs from her sweat soaked face.

"I do." Blake answered, barely able to hold herself together as she clasped her hands around Ruby's.

"One hundred-and-twenty-three degrees fahrenheit." Penny admitted, closing her eyes as she stroked Ruby's cheeks before flipping over her hot but still damp rag that cooled her forehead.

"Did- did you just one hundred-and-twenty-three?" Blake's head slowly turned to Penny, her amber eyes wide with disbelief, her jaw hanging open as she held Ruby's hand.

"Yes… and rising steadily." Her emerald green eyes opened as she pulled her hand back to her lap. "Her pulse is also inhumanly high, and her blood pressure is reaching extremely dangerous levels."

"I- it… hurts… it… hurts." Ruby's words were barely audible as they left her parched throat. She could barely open her eyes and when she could, all she could make out were to vague silhouettes with an orange glow behind them.

"Just hang in there Ruby, we know you can beat this." Penny tried to keep smiling, but artificial tears rolled down her cheeks, her lip quivered as she placed on hand atop Blake's as they held Ruby's hand together.

"P...enny… it hurts… it hurts… so… much. I- it hurt...s"

"Ruby… we're here, everything will be okay, just fight it… please Ruby, don't leave me." Her hand trembled over Blake's as she bit down hard against the helplessness in her heart watching someone she cared so deeply for suffer like this.

"Penny, I think… I think she's asking us to let her die." Blake's voice cracked as a sob escaped her lips, her mind giving into despair and letting her heart bare off of her pain.

"No! No! We can not let that happen! She's our friend and she's going-" Penny was silenced by a hand firmly but compassionately grabbing her shoulder.

"I know you love her, but she's suffering and I think she knows she's not coming out of this. We shouldn't let her go on like this or let her turn into one of those things." Coco sat in the grass at Ruby's side by Penny, looking at the young leader of that unique team. They hadn't spent much time together but she knew Ruby Rose had a good heart, Velvet liked her well enough and she always had an energy that made her shine like pure silver. As she watched her teammate suffering, she couldn't help but wish she spent more time with her before this.

"But she won't! She's will be okay! She- she has to be okay!" Her heart filled with fear, denial and desperation as she looked to Ruby whose groans of pain were growing louder and more pronounces, the agony winning over the haze of her fever.

"Penny, that's enough." Blake's soft voice was cold and saturated with heartbreak as she squeezed Ruby's hands tighter.

"No! We have to have faith in here remember! Ruby is strong and she will be okay!" Penny cried, shaking Blake as she frantically tried to get through to her.

"It hurts… please… kill me… it- it feels like I'm burning from the inside… kill me… please… I don't… w-want this… I can't- I can't… Gah!" The pain overwhelmed her as her eyes shot open, only, they were glowing with a silver light that flickered like fire.

Ruby's breaths became rapid and gurgled as she found the strength to roll herself over, getting on her hands and knees before vomiting out pint of blood and coughing up even more. As trembled, tears of blood dripped from her eyes and with each breath she hacked up more and more of her vital fluid, groaning in agony with every single movement. Her blood pressure spiked and she could swear she could feel her individual blood vessels bursting in her skin causing her to sweat scarlet drops all over her body.

"Ruby!" Blake shouted as she jumped up, reaching for her Gambol Shroud at her back with tears nearly blinding her eyes.

"No!" Penny rushed between Blake and Ruby, her swords fanned out around her, ready to block any attempt made at Ruby's life.

"Penny, move out of my way! Look at her! She's suffering, I won't let her go on like this!" She pulled out her weapon in its gun mode, her trembling hand aiming it at Ruby's head.

"She will make it! I know she will!" Penny stood resolute, glaring defiantly at Blake, beside her, Coco stood, looking nervously to her weapon at the other side of their camp fire.

"You're a robot! What would you know about suffering!" Blake growled, her ears pinning back aggressively as she bared her teeth at Penny. At that, she could see her teammate falter, Penny's eyes looking away from Blake's.

"What's her temperature now?!" Blake demanded, cocking back her gun, aiming it instead at the girl standing between her and her agonized leader. "Answer me!"

"One-hundred and fifty-seven…" Penny admitted, looking down bitterly, her resolver to hold her ground waning as she listened to Ruby whimpering in pain as she vomited up more and more blood.

"T-that's impossible…" Coco looked to Ruby in astonishment.

"I'm ending this, I'm not going to let her go on in pain like this." Blake stepped forward and Penny's swords responded, swirling around her ready to strike.

Then… Blake was gone. For a moment, only her shadow remained where she stood and Penny could sense the faunus; behind her.

"Ruby… I love you… I- I'm so sorry." Blake shut her eyes tight as her trembling finger pressed down on the trigger.

"Fifteen-point-three-eight seconds." Penny said numbly, keeping her back turned to Blake who's finger eased off the trigger.

"Wha-"

"That's the longest reported time between someone receiving a bite and transforming into a Grimm Zombie. I hacked the encrypted radio communications and have been listening in. Everyone who is bitten transforms rapidly, you've seen it yourself." Penny withdrew her swords into her back as she turned to face Blake who still had her gun pointed at Ruby's head.

"It's been over six hours Blake, and she's still with us, she still hasn't become one of them. She's fighting it. I do not want to see her suffer if there's no hope but there is! She will be okay, I don't know how but she is doing what no one else could; she's beating it." Penny fell to her knees by Ruby's side. She was still loosing blood rapidly from everywhere, her wound where Yang had bitten her after she turned was oozing crimson, her fever was enough to kill anyone and her blood pressure should have already killed her. Even so… she was still alive.

"I'm not giving up on her Blake. I know you love her and you want what's best for her, but she's strong, have faith that she will win this. Please, put the gun down and hold her. She needs us right now far more than she needs that bullet." Penny wrapped her arms around Ruby, holding her close as she coughed up less and less blood and her wound merely dripped. The air was acrid with the stench of blood around their camp. Even so, Penny put all of that aside, and held Ruby close to her. "Please, put the gun down."

"I- I…" Blake's mind was blank, the immensity of her emotions burned away any rational thought she could try to process. In her heart, with her thoughts overwhelmed by her unbridled feelings, Blake wanted only one thing. Her lip quivered and her gun fell from her trembling hand as her legs went weak and gave out beneath her. She collapsed on the opposite side of Ruby, tears flowing harder than ever and now, she didn't have the strength to hold back her sobs.

The two girls held Ruby, crying into her as she bled, having no other means to help her. Blake knew she didn't want to do it, she wanted to have to faith in Ruby that Penny had, she wanted to believe it would all be okay… but as the minutes passed and her bleeding ebbed, Ruby grew quiet. Her breaths became soft and slow as she fell to her side and although her eyes glowed with a soft silver light, they became dull and soon… Ruby's breathing stopped all together.

"Ruby… Ruby…" Penny whispered as she gently shook the girl laying limp in front of her, her breathing stopped along with her bleeding and all her vital signs that Penny could measure… flatlined. _No… no! No she can't be gone… she can't. She-she was supposed to make it… Ruby, please, please don't leave._

"I can't hear her heartbeat…" Blake murmured, her voice sounding completely broken as she carefully and tenderly rolled the small, blood covered girl onto her back. "She's gone."

"Ruby, don't go… please. I- I love you, I don't want you to go." Penny held Ruby's rapidly cooling hand against her cheek, crying silently as she felt Ruby's lifeless fingers against her synthetic skin.

"I can't sense her aura…" Coco sighed softly as she removed her beret from atop her head out of respect. "She was a good person and a great leader, she deserves a proper burial."

"Not yet… not yet." Penny whispered between strained sobs as she held Ruby's hand tighter, crying as she lovingly and painfully kissed the back of her hand.

"Just give us a minute to say goodbye… please." Blake's tone was cold as she stared down at Ruby's very peaceful face. It still looked very much like she was sleeping and could wake up at any moment… _but she won't_

"I understand. Take your time." Coco nodded solemnly as she took a few steps back, giving them their space to grieve and find some semblance of closure.

"Ruby, having you as my leader, being part of your team, it changed my life. I'll never forget everything you've done for me or the light that you brought into my life by just being your wonderful, shining self. I… I love you, and I'm sorry I didn't tell you that before." Blake could barely speak as she lightly stroked Ruby's cheek with her thumb, cleaning off the blood around her mouth as best she could until she looked as much like herself as she could; beautiful, shining and pure.

"Ruby, you were my first friend and you accepted me when I thought no one could. You were sweet and fun and accepting and you always shined so brightly. I wish I got to spend more time with you, a lot more time, as much time as I could get away with without being annoying, because I love you and I don't- I don't… Ruby… I don't want to lose you." Penny collapsed, holding Ruby's hand tight as she layed down beside her, crying ceaselessly as she thought about everything that they would never have now… _The world is losing something beautiful and unique._

Two two girls lay beside Ruby's lifeless body, their hearts irreparably broken as as the mourned the most painful loss they had ever felt. Each held one of Ruby's hands in their own, each pouring all the love and grief they had in their hearts with each sob and with each tear shed. Coco closed her eyes, keeping her own tears back and hiding them behind her sunglasses. Blake and Penny both felt as though a piece of their souls had been torn out, someone they cared about so deeply was gone… it hurt like nothing else.

"Blake… Penny…"

The two girl's shot up, looking at each other with wide eyes before their gaze simultaneously fell down towards what couldn't possibly be the source of the all too familiar voice. The silver, flame like light in her eyes was gone but as they stared for a moment longer… she blinked!

"W-what happened?" Ruby asked absently, her voice soft and weak as she slowly sat herself up.

"Ruby!" Penny and Blake both shouted at once before throwing their arms around her. They didn't know by what miracle she had come back to them, and they didn't care, they just held her as tight as they could and didn't let go.

"No way…" Coco lowered her glasses, looking at the seemingly revived and perfectly fine girl… only she wasn't perfectly fine. "I still can't sense her aura."

"Huh?" Penny looked at Coco for a moment before pulling away from Ruby just enough to bring her into view so her aura scanners could do their work. After waiting a moment her expression grew dark and disbelieving as her jaw hung ajar. "She- she really doesn't have an aura."

"I still can't hear her heartbeat…" Blake put her ear to the very confused Ruby's chest, listening closely for even the faintest sound… _Nothing…_

"Girls, what's going on? Where are we and where's Weiss and Yang?" Ruby tilted her head, seemingly wholly unconcerned about her apparent undead status. Blake and Penny pulled back, looking solemnly at each other before turning their worried gaze to their mutual love.

"Why are you looking at me like that? Where's the rest of the team and…" Ruby trailed off, her pupils dilating as she turned her head towards the burning city out of sight and earshot of humans. For a long moment she stared silently in that direction, focusing intently into the darkness. "And what's happening that way?"

"Ruby… what exactly do you remember?" Penny frowned, placing her hand comfortingly on her leader's shoulder.

"Um… Blake and I were doing something, and you and I were supposed to meet up afterwards… and that's it. After that it's all a blur. Um, could you guys tell me what's happening over there?" Turned back to the city, her pupils widening again as she licked her lips. "Something feels… dark and, afraid."

"What do you mean?" Blake's heart began to race as worry filled her heart and before she even said a word, Ruby turned to her with that same uneasy look; calm and mostly like herself but something was off, like she was looking at Blake almost… hungrily.

"I- I don't know…" Ruby grimaced, putting her hand over her face as she shut her eyes tight, but that feeling, that negativity from that direction and from Penny and Blake was pulling at her, almost screaming at her, filling her blood with heat and longing.

"Something is very, very wrong with me." She looked pleadingly from Blake to Penny, but their worry only grew, fanning the flames of the desire burning through her entire being. "Please! Tell me what happened!"

"A lot has happened that you need to know about and we'll tell you but first, you need to calm down." Blake let go a soft but tense breath as she held Ruby's now cold hand. At her other side Ruby felt Penny taking her opposing hand in her own, smiling lovingly. Ruby could feel their emotions; Compassion, relief, thankfulness and above all… love. Their feelings towards her snuffed out the gnawing hunger, cooling the burning desire to do… something, she wasn't even sure what, but she didn't like it.

"Okay… I'm listening."


	3. Acceptance

Heavy doors creaked open, letting in the fading light of the late day shine into the dark, abandoned building. Four young women entered, Ruby and Penny at the front and Blake and Coco, the only two vulnerable to a bite from the Grimm Zombies, took up the rear. Slowly and quietly, Coco closed the door behind them, plunging them into darkness.

"Blake, Penny, what do you see?" Ruby whispered, her hand on the hilt of her sword, ready to charge in for her team as her eyes scanned the darkness. One of the few things her new Grimm status didn't do for her was give her night vision, which surprised her, she always assumed Grimm had great night vision. _Or maybe it's because I'm not fully Grimm?_

"We're clear so far and I don't hear anything." Blake reported in a hushed voice, her Gambol Shroud drawn, gun in one hand and bladed sheath in the other.

"No aura signatures, but the building still has power running through it, it appears that there's an operational Dust generator a little deeper in. It just needs to be activated." Penny's swords were fanned out in front of her, protecting her more vulnerable teammates in case they missed anything.

"Blake, you're with me, we're going upstairs to sweep the second floor and the roof, stay close to me and keep your eyes your eyes peeled. Penny, Coco, you secure the door and then sweep the first floor and turn that generator on. Be careful and don't get bit. Also, no gunfire unless you absolutely have to, we don't want to draw attention." Their leader pulled her sword from her side, holding it in front of her with both hands on the hilt. She could feel Blake behind her, the subtle worry deep in her heart was like a shining beacon to Ruby's Grimm instincts.

"Guess I better put this away then." Coco sighed. In the darkness they could hear her Gatling gun transforming, folding back up into the impressively heavy bag at her side. In close quarters she was deadly with it, a top notch fighter that was invaluable to their team.

"Don't worry Coco, there doesn't seem to be anything here." Penny smiled, but even so her swords were ready, just in case.

"We'll meet back here at the entrance as soon as we're done." Ruby took a deep breath, feeling the emotions around her team. A tiny hint of worry, but it was overwhelmed by confidence and camaraderie. It had been only two months since the plague began and they were thrust into a team together by nothing more than chance, or perhaps fate, but even so, they were a team and they cared for each other. As Ruby focused in on the positivity, she felt the gnawing hunger deep within her Grimm soul ebb.

"Good luck…" Ruby gave a small, warm smile before stepping forward into the darkness, Blake at her back. Behind them she could hear the front door locking and then their team separated.

"There's a staircase on the left that leads up to the second floor. I should take the front, hold my hand and I'll lead the way." Blake knew Ruby was all but blind, the logical thing to do would be to put the one who could actually see in the lead. _Being a human must be really inconvenient at times like this…_

"No, if we missed anything… I'm not letting anyone else turn. You'll stay behind me, just tell me where to go." Her grip tightened around her sword and her teeth gritted as she made damn sure Blake was immediately behind her, easy enough since she could sense the rising worry coming off of her teammate.

"Okay… I understand." Blake ears drooped slightly, but she bit back her negative emotions, focusing only on the task at hand. She knew full well the effect their emotions had their leader and the last thing she wanted was to make Ruby suffer or struggle… _She's been through enough._

Staying close to her leader Blake guided Ruby up the stairs as best she could from behind, making slow progress so Ruby didn't trip meanwhile Blake prepared to catch her in the very likely event that she fell backwards. Still, after a couple minutes, they reached to top of the stairs. Below then, they could hear their teammate's making their way methodically down to the back of the building.

"Do you see anything?" Ruby whispered to Blake, wearily looking back and forth, cursing her inability to see even her hand in front of her face. By her side Blake stepped forward, her amber eyes wide as her pupils dilated to catch as much light as possible. She slowed her breathing, rotating her cat ears like antennas, twitching at the slightest sounds until she heard a faint groaning that was entirely inhuman.

"Three Grimm Zombies, two up here and one downstairs… I think they've noticed us." She spoke as quietly as she could, bringing her mouth to Ruby's ear, her leader's skin was cold against her lips.

"Then we need warn Penny and Coco. Tell them no guns and for Penny to take the lead." With that, Ruby stepped forward, her sword pointed out in front of her in one hand and her other grabbing the hilt of her second blade. As her body tensed she felt a power welling up from deep within her, crawling from her heart and spreading out over her body like freezing cold fire, at once burning and ferocious and frigidly calm and simple… an impulse and instinct to destroy that mixed with her desire to protect.

"I'm on it." Blake nodded, taking a step back and putting her finger to her earpiece.

 **Psssh**

"You have a hostile down stairs, stay on guard and have Penny take point, and keep it quiet." Without waiting for a response Blake turned her attention back to the second floor that spanned before them. She could see clearly, shops lined up at each side of the wide hallway with their gates dawn down from the ceiling to keep anyone from entering, though a few had been broken through, and from within one she could hear the shuffling Grimm that was once human amble out into her line of sight, no more than twenty paces away. With one ear pointed towards it she swiveled her other ear atop her head, tuning in to the faint sounds the other was making.

"At your twelve o'clock, about six meters ahead and at our five o'clock, about eight meters away." Blake slowly turned around, keeping the sound of her heels to a minimum as she looked to the one behind them, it was approaching at a crawling pace, she couldn't be sure if it noticed them.

"I'll take the one in front, you keep the other one off my back, don't get close and don't shoot at it in case there's more." Ruby could feel her black veins bursting from her skin, wrapping over her arms as her Grimm power flowed through her. It was getting easier and easier to call it forth, and though she didn't want to admit it, she was feeling more comfortable exposing her Grimm side, to the point where walking around like she was still human felt… wrong.

"Right, good luck." A small smirk formed on Blake's lips as she hopped over the small wall beside her that ran along the side of the stairs. The instant her shoes clicked against the tile floor, Ruby saw their red eyes turn and stare directly at Blake as she ran towards the one behind them.

"Over here!" Ruby growled beneath her breath as she lunged forward, rearing back her sword. She may not have had her superhuman speed anymore, at least not to the extent her Semblance had given her, but her Grimm strength still made her very fast on her feet. In no time she closed the gap between her and the shambling monstrosity and with a single stroke of her sword she cleaved it in half, the sheer force of her swing creating a small shockwave that rattled the windows in the mall.

Behind her should could hear Blake's rapid slashes with her sword on the end of her ribbon, unlike Ruby she could see exactly where she was hitting and as it approached her she stepped back, making more and calculated cuts before standing her ground, drawing it in and then, with one blindingly fast cut, her bladed sheath severed its head, leaving its body to evaporate before her while she holstered her weapon. _Good thing Ruby didn't see that, she'd probably scold me for drawing it close like that._

"Is yours dead?" Ruby asked as she sheathed her sword at her side while she turned to face Blake.

"Yeah, it's gone." Blake turned around, smiling softly as she walked towards Ruby, her cat ears pricked up happily. Then, her eyes were stung as the entire mall lit up in bright fluorescent light, very nearly drawing an indignant hiss from her throat.

"Oh, guess they found the generator. You okay Blake?" Ruby smirked, covering her mouth with her hand as she snorted out a laugh at Blake's expense.

"Grrr, they could have given me a warning, we have communicators." Blake blinked rapidly, trying to adjust her sensitive eyes. _Sometimes it's really inconvenient being a faunus._

 **Psssh**

"Hey, I see you have the generator up." Ruby tried to hold back her giggles, failed, but tried. "Did you run into any trouble down there?"

"Nothing we couldn't handle. According to Penny the generator has about fifteen hours left in it so we should secure this place and get some sleep." Coco's input was greatly valued by Ruby. The leader of Team CVFY was older and had more experience. She was tough, collected and confident. Still, Coco had no problems accepting her junior as her new leader.

"Sounds good to me. You and Penny finish sweeping the first floor and grab and supplies and food you can then lock it down, barricade anywhere the Grimm Zombies might get in from. Blake and I will secure this floor and the roof and then we'll meet back at the front door near the stairs." Ruby had changed… a lot had changed. After everything they had lost, everything she had lost, she resolved to grow up and be the leader her team needed her to be.

"You can count on us! Be safe and we will see you soon!" Penny was still much the same, and that was a huge relief for Ruby. Her shining optimism and warm reminded her of herself before all of this started. To Ruby, Penny was an anchor to a better world, a better time… a better Ruby.

"Yeah… see you soon." Ruby smiled fondly, her eyes closing as she let that cheerful ring in Penny's voice echo in her mind just a little bit long, before she let her hand fall back to her side. "Well, let's get going."

"Yeah, let's." Blake lips form a soft grin, the peaceful look on Ruby's face warming her heart. "Lead the way."

"It's probably clear now, but just to be safe…" With a playful smirk Ruby took did a half spin, placing her immediately beside her teammate and before Blake could react, she felt a cool touch on her fingertips. With a blissful look on her face Ruby entwined her fingers around Blake's, clasping their hands together and resting her shoulder against the taller girl.

"Ruby…" Blake stared at her in surprise, her cheeks tinted red as she hear her leader hum with happiness. "Um… your Grimm skin, it's still out and your spikes are kinda sharp…"

"Oh I'm so sorry!" Ruby frantically looked down at her arms, they were covered in a deep and unnatural black with bone like spines protruding out of them and at her forehead two tiny spikes jutted from her skin. Taking a few deep breaths she imagined pulling all that darkness back into her chest, into her heart and as she mentally pulled, the darkness retreated, leaving her pale skin pristine… all except for the small horn like spines on her forehead. With a bashful, nervous laugh she looked back at Blake, holding her hand just a little tighter.

"Is that better?" She was smiling, she just looked embarrassed… but Blake could feel her leader's small hand trembling in her own. Ruby didn't have a heartbeat anymore so Blake couldn't tell if she was afraid, but something in that look in her silver eyes told Blake that Ruby was scared of her.

"You didn't have to pull at all back, if you're more comfortable… that way…" Now Blake was getting nervous. _What do I say to her? How can I show that I'm not afraid of her, that I accept her? She's been through so much, she needs to be reassured that we're here for her, that I'm here for her, but what can I do?_

"No, it's fine. I prefer being this way…" Ruby's gaze lowered to the floor and she gave Blake's hand a gentle squeeze, just to know she was still there.

"Ruby…" Blake's soft but serious tone immediately got her attention.

"Wha-"

Before she could finish Blake stepped in front of her, keeping one hand with Ruby's while bringing the other up beneath her leader's chin, raising her head up until their eyes met. Blake's soft amber gaze was steady and calm as she slowly lowered her head, her lips drawing closer and closer to Ruby's. She could feel her leader's breath's growing faster and her hand holding hers gripped tighter as Ruby's eyes stayed fixed on Blake's completely taken in. Their lips were millimeters apart and Ruby let her eyes flutter closed and her body relaxed, ready for what was coming. Then… she heard a soft laugh escape Blake's throat and by the time her eyes were open, she felt Blake's lips as a gentle pressure against something on her forehead.

"We're all okay with what you are Ruby. We love you and we're proud to have you as our leader, our friend… and- and more…" Blake's gaze shifted nervously, her cheeks now burning intensely. "Be yourself, that's all we want."

"Blake…" It was all she could think to say… she'd been holding it back, trying to look like a normal human and it was getting harder and harder, and it was getting harder to pull her Grimm side back in every time it came out. Still, as she let what Blake said really sink in, a fragile but thankful smile formed from her lips. "Thank you."

"I mean it, and I know Penny feels the same, and Coco too." This should have felt weird, the idea of someone she had feelings for being loved by at the very least one other person, but she never felt threatened by Penny, she wasn't even sure if things were romantic between herself and Ruby. She had made her feelings clear, so had Penny, but with everything that had happened, with everything that was happening, it wouldn't be right to pressure Ruby for an answer. So here they all were, in this weird space between teammates, friends and lovers. _And that's okay with me right now._

"Can we still hold hands… you're warm, it feels nice." Ruby looked bashfully away, holding out her hand, waiting to feel Blake's touch. If she had any blood in her body she would have been blushing as hard as Blake.

"Of course." With a smiling nod she took Ruby's cold hand in her own and they walked side by side down the halls of the mall, going towards the roof access in the back. It was strange at first, Ruby's skin which was always warm now felt cold and dead, there was no blood to course through her veins nor a heart beating in her chest or even a soul, but it didn't change her feelings towards the girl that stood by her side, smiling cheerfully as she focused on Blake's warm skin. A lot had changed, the girl she loved wasn't human anymore, she wasn't faunus, she wasn't even really alive, but Ruby was still Ruby, and Blake was still happy to be with her.

"It doesn't seem like looters really got to this place, I guess they didn't have time. The virus and horde hit these coastal cities near Vale hard and fast." Ruby's hand held Blake's tighter as she looked around the abandoned stores, some of which looked as though they were occupied merely hours ago… but it had been months since anyone had the leisure of going shopping, at least in Vale. _I wonder how the other kingdoms are doing? We haven't seen any military activity in an attempt to take back Vale. Does that mean the other kingdoms have given up on Vale, or does it mean that they've been overrun too?_

"At least that means more supplies for us, hopefully we can find some food and a Dust shop here, Coco and I are both running very low on ammo." A Dust shop in the mall wasn't highly unlikely but she had never been to this place before so she couldn't be sure. Either way, they both needed their guns. Unlike Penny who had her swords and energy attacks that were powered by her own synthetic body or Ruby who was already part Grimm and thus immune to the Grimm Zombie's bites, Blake and Coco needed ammunition to fight at a safe distance.

"Well I don't see anything like that up here, but maybe they're having better luck downstairs. This part of Vale is pretty far from Beacon but it still close enough that they might have a Dust shop." Ruby grinned hopefully, trying to ease Blake's worry.

"Well, we'll figure something out, we always do." Blake let out a soft breath, releasing her tension as she moved just a little closer to Ruby, their shoulders brushing against each other as they walked. As a team, they were unlikely but effective, together the four of them had pulled each other through very dark times. Blake felt no reason to doubt, as long as they were together, things would be alright.

"I think that's the roof access." Ruby came to a stop, raising her hand up before pointing to a series or concrete steps leading up to a gray metal door. Blake felt Ruby's hand slip out from her own as her leader walked towards the stairs.

"Stay behind me, we don't know what's up there." Her voice darkened as she walked ahead of Blake, her grip on the hilt of her sheathed sword at her side and her silver eyes focused forward. As her tension rose she could feel her Grimm side coming out, crawling through her flesh, down her hand that held her weapon, turning her skin black as night. It took so little now for her Grimm nature to come out, and it was growing increasingly harder to reign it back in.

"Okay." Blake followed behind her leader, pulling her Gambol Shroud from her back, holding the sword in one hand and the bladed sheath in the other as they crept up the stairs. Her cat ears were alert as she listened for even the slightest sound. Below them she could hear her teammates, outside she could hear the faint sounds of the Grimm Zombies wandering the streets. On the roof, she could hear nothing.

"Alright," Ruby turned to her teammate, her gaze stern and stark as she held one hand on the handle of the door. "It's dark out so I'll need you to get my back but be careful, I don't want to fight if we don't absolutely have to. If there's anything up there we lock them out."

"That sounds good." Blake nodded, readying her weapons just in case as Ruby slowly and quietly opened the door.

Ruby went first, her hand still on her sheathed sword, preferring to run rather than fight. It was dark and the sun had set, but there was still a faint glow in the sky above as night consumed the sky. She wasn't completely blind but Blake still had better acuity that she did in low light conditions. Prepared to draw her weapon in an instant to cut down any threat necessary on Blake's signal… but instead, she felt a gentle touch on her shoulder.

"There's nothing out here. It's safe" Blake's heart eased as she holstered her weapon and stepped forward, staring up at the dark indigo sky, staring at the first pinpricks of light as the stars could shine without the sun's interference.

"That's a relief." Ruby sighed, laughing slightly as she took her grip off of her sword, letting her hand fall back to her side. She forced her Grimm side back down as best she could, only succeeding in drawing the darkness back to her shoulders were the bone like armor left two blunt spikes about two thirds as long as her hands jutting out, curving inwards slightly towards her head.

"It's a beautiful night." Blake spoke softly, still staring up at the sky. The air was warm and the city was relatively quiet. Quiet… that was something Blake missed a lot. In the months since the outbreak they had been constantly on the move and fighting for their lives. Now though, they had a safe enough place to sleep and a very small sense of normalcy brought a smile to her lips. "It's peaceful."

"No, it's not." With a bitterly cold whisper under her breath Ruby walked forward, towards the edge of the roof, her cape fluttering behind her in the light breeze as she stared out over the city, her hands balled into fists at her side.

"I'm sorry, I know things are bad…" Blake frowned, following behind her leader until she same to a stop beside her. "I shouldn't have said that."

"Blake, I can feel them. About four hours walk in front of us, there's a group of survivors… and they're terrified. I can feel their fear, their worry, their despair and their anger. If I can feel it, so can the other Grimm. We would never get to them in time…" Her small voice trembled, but there was something deeper behind her words, something that sent chills down Blake's spine… Ruby was struggling, within her mind… and Blake knew exactly why.

"I don't like when you talk about yourself like that, you're not one of them." Even she didn't sound convinced, her words felt empty and meaningless. With a soft shake at her head, she looked shamefully away from Ruby, holding herself with one arm across her chest, grabbing her other arm in a self hug. _I'm sorry…_

"I can feel your negative emotions too Blake." Ruby looked to her teammate with piercing silver gaze that shined in the soft moon light like mirrors.

"You feel guilty, you know it's true. I'm a Grimm now. Those feelings, the survivors and yours… they- they make me so hungry that it hurts." Her eyes shimmered… but she couldn't cry… Grimm couldn't cry. "You'd be repulsed if I told you what I hunger for, I know I am. S- so you don't need to pretend like you're just okay with this! I'm not okay with this! Look at me Blake, I'm not human! Their fear, your worry, I- I'm so hungry but I don't-"

Before Ruby could say another her, her trembling body was swept up as Blake stepped behind her and lifted the smaller girl off of her feet, pulling her into her arms. In that moment, as Ruby looked into Blake's beautiful amber eyes, she felt the negative emotions from her snuff out by something far more powerful than worry, guilt or fear, something positive and shining. A smile filled with love looked down at Ruby as Blake turned slowly before carefully sitting down on the ledge that surrounded the perimeter of the roof. She could feel Blake' steady heartbeat through as her head rested on her chest and all the turmoil in her own her faded away as she was gently laid down in her lap.

"I'm okay with _what_ you are because I know _who_ you are. You've been this way for a couple of months but I've known you for a lot longer and I can say with certainty that you're still the same Ruby I- we, love. It's okay, I've promised I'll take care of you when you get hungry like that, so just and let me help you, alright?" Blake's wistful but fond smile and the gentle stroking of her hand on Ruby's head eased her troubled heart and quelled her fears. From her teammate, she could feel nothing but acceptance and love.

Her smile unfaltering Blake reached behind her, pulling out her sword. Giving Ruby's head a few more pets she held up her other arm, her elbow held above Ruby's face. With a gentle breath she relaxed the aura that protected and brought the razor sharp edge of her blade across her wrist and with her aura suppressed, her blood flowed freely. Blake's vital fluid poured down her arm, the cut she made drawing forth a sustained flow that ended at her elbow before dripping down, the scarlet drops splashing against Ruby's tongue.

A content grin formed from Ruby's lips and a relaxed, satisfied sigh left her breath as the hot, fresh blood quelled her dark hunger. Without even meaning to, her horns grew, the ones on her forehead growing longer while two smaller horns popped up atop her head. Sheathing her blade Blake watched as Ruby happily lapped up her blood, licking it clean off of her skin with her tongue as she sat up, slowly licking closer and closer to the wound at her wrist. An unnatural darkness crawled back down her arms and spikes protruded from it, around her face, under her eyes, blood red markings formed a symmetrical design just like with the other Grimm, only, it was over her still porcelain skin. Ruby hummed as she vigorously licked up every drop of scarlet from Blake's wrist, her silver eyes now ignited in a soft white glow that flickered like fire.

"Blake…" Ruby smiled brightly up at her still bleeding teammate, resting her head back down, catching the falling drops of blood in her mouth, the once unbearable, harsh metallic flavor now tasted so much better and deeper. She could taste everything Blake felt through her blood, even her very life force, her aura, Ruby could taste it all in every drop Blake shed for her.

"What is it Ruby?" Blake took Ruby's hand in her own, it was cold, but as the darkness of her Grimm side grew, she could feel how soft but immensely strong her Grimm flesh was. It was so much like Ruby herself and as it enveloped her leader's hand… Blake felt a small hint of warmth.

"I'm more comfortable… like this." She admitted, looking away sheepishly, licking up every drop she could of Blake's blood as she closed her wound with her aura.

"I know… and that's okay." Blake looked back up into the sky, letting the sensation of Ruby's tongue over her skin send pleasant chills through her body. Ruby and Blake sat there in the darkness, Ruby's unabashed Grimm nature comfortably on display. Ruby felt relieved and unbelievably grateful towards Blake. The love she could taste in her blood made Ruby beam even brighter, but in the back of her mind, she could feel the a dark emptiness… those survivors she had felt, their negative emotions were gone after a massive spike in fear and suffering.

While Ruby drank Blake's blood to keep her hunger sated, the survivors were being massacred. Still, this rare moment of bliss between them… 'I think I'll keep that to myself.'


	4. Rising Danger

"Hey, we're back! Sorry that took us so long." Ruby grinned bashfully as she rubbed back of her head while Blake walked beside her, smiling warmly, though feeling a little dizzy from how much blood Ruby drank from her.

"It's okay, gave us time to get as much as we could salvage from this dump." Coco sat on the floor beside Penny, around them were boxes of food, clothes, miscellaneous supplies and a crate of ammunition.

"Yes, we found quite a lot, Coco says this should be enough food to last us for a week or more if we ration appropriately. Humans and faunus have it rough, always needing to eat to replenish your energy." Penny frown sympathetically at her organic teammates.

"Yeah, I guess that's a silver lining, I don't need to eat anymore, saves more for Blake a Coco." Ruby shrugged facetiously as she sat down beside Penny, placing her swords on the floor. She was very visibly Grimm, spikes coming out of her shoulders, small horns on the top of her head and forehead and an unnatural darkness that enveloped her above her elbow with bone like spines jutting out along its lengths. Still, it made Penny happy to see Ruby comfortable enough to make light of it.

"You say that but you've still got some blood on your cheek." Coco smirked, taking a bite of a candy bar she had acquired from a vending machine.

"Oh!" Ruby's eyes grew wide as she reached up, licking her thumb and cleaning off the traces of blood before licking it back up, not wasting a drop of the blood Blake was kind enough to give to her. "W-well, you know, there's just so much negativity around and it was making me hungry so Blake offered to feed me and you know, that's um… why we took so long."

"Hey, cool it Rose, I was only teasing you, we understand." Coco couldn't help but get a laugh at Ruby's expense, knowing full well how much Ruby would be blushing if she could.

"I didn't mind, but I am a little dizzy. Don't suppose there's any tuna in these boxes?" Blake giggled a little, her head light from blood loss and hungry from a long day of fighting. Shortly after Ruby got bitten, her hunger for… not good things started overwhelming her, keeping her up at night and tormenting her. Blake offered to let her have some of her blood in the hopes that it would help and much to her relief, it did help. _In a messed up way, I like giving her my blood… it makes me feel closer to her. Penny can't do it, and Coco doesn't seem to want to, so I'm the only one who can help take to edge off and make her new life a little more bearable. Still, she's been drinking more lately, I don't know if it's because she's more comfortable with it or if it's because she just needs more._

"I'm so sorry Blake! I didn't mean to drink that much, you should have stopped me!" The sincerity and deep guilt in her voice hurt Blake far more than cutting herself. As Ruby's big silver eyes stared up at her, glistening with sorrow and regret, Blake shook her head slowly.

"You don't need to apologize, it's fine. I did it because I wanted to and you needed it. It's just that between fighting that giant Grimm Zombie earlier, then running almost nonstop until dusk, not having eaten or slept enough, it made losing blood a little more taxing than usual. I just need to eat something and then I'll be fine. Since you already ate, I'll have your share." Blake smile sleepily sitting cross legged on the floor very much wishing to lay down and go to sleep.

"I wasn't really thinking… I kinda lost myself. I don't have the best self control sometimes when I'm like that so you have to stop me if I'm drinking too much… I don't want to make you sick." Ruby's lip quivered as she looked up pleadingly at Blake. Between her relentless eyes and her blood loss fueled exhaustion, the cat faunus didn't have the energy to argue.

"Alright, I promise, next time I'll stop you if you're drinking too much." Blake ceeded, happy to see the relieved and thankful look on Ruby's face.

"Anyway, yeah, I think we have some cans of tuna somewhere in this mess." Coco furrowed her brow as she looked between the boxes, lowering her sunglasses down her nose as she tried to remember which one had what Blake was looking for.

"This box right here." Penny smiled amiably, reaching into a box across from her, rummaging around before pulling out a small can. "Here you go Blake, it's important that you keep up your strength!"

"Thank you Penny, I will." Blake graciously accepted with the thankful nod before pulling open the can. Across from her Coco tossed her a plastic fork she had raided from the food court.

"You know, being human kinda sucks." Coco mused, finishing off her candy bar before carelessly tossing the wrapper aside. "We get old, we have to eat all time, drink all the time, we get old, it's a pain in the ass really. You have it made Penny, and probably you too Ruby, since you're super strong now and only have to drink blood sometimes."

"At least you didn't have to go through life as a faunus," Blake interjected, sounding almost offended as her calm amber eyes stared at Coco's. "We had to face constant discrimination and prejudice, often institutionalized hate and exploitation… that's about the only good thing about all of this. We're all equal now."

"Being a robot isn't all that great actually. I need to supplement my energy through Dust cartridges, though my self sustaining aura means I don't need to recharge all that often. I also can not feel pain, I can't get any older so my body will always be the same, I also do not self heal, though repairs for minor damages are simple enough. I also can't feed Ruby like you and Blake can because I don't have blood…" Penny trailed off, her voice wavered as she looked down at her open palms. Like Ruby, she didn't have a heartbeat, just metal given a soul by science. Her body could protect her friends and it gave her immense strength… _But I love Ruby, and I can't ease her struggling like Blake can._

"Penny…" Ruby's voice was soft with compassion and empathy. She could feel negativity rolling off of her android teammate as she looked down at herself with contempt and depression. Then, the leader's expression grew determined, conviction and caring shined behind her silver eyes as she scooted closer to Penny before taking her hand in hers, drawing Penny's emerald gaze up to her and Ruby greeted her with a warm and loving smile.

"I love who you are and I wouldn't change a thing about you." Ruby gently stroked her hand with her thumb, Penny's synthetic skin was soft and warm, indistinguishable from anyone else's. Honestly, Penny had the most in common with her now that she was a Grimm, and it made her feel a little more comfortable. "I'm happy you're here with us…"

"I- I'm happy I'm with you too…" Penny's eyes shimmered as she closed them, putting her other hand over Ruby's as she focused on the feel her touch. Ruby's skin was cold and soft, it was also strangely still in the absence of the subtle feel of blood flowing through her veins, but still, such a simple thing as a touch made Penny so happy, she didn't want to let go, and Ruby was more than happy to stay.

"Actually… I'm jealous of all of you." Their leader's words came as a soft, bitter whisper as she looked down at herself. Ruby's upper arms were blanketed in darkness and bone like spikes grew out of her skin. Her face was painted with red markings like that of the beasts she was now one of and atop her head and forehead she could feel small horns poking out. Her chest felt like it was filled with frigid water as a deep depression welled up from within the darkest parts of her. An angry, bitter, helpless smile formed from her lips as she gently shook her head.

"I'm not human anymore. I'm not faunus, or a robot… I'm a Grimm. My heart doesn't beat, I don't bleed, I don't even have a soul anymore. I need Blake's blood just to take the edge off my hunger…" Carefully she held Penny's hands tighter in her own. With a long, steadying breath her head rose up, looking around at her team with a hard, determined expression.

"But none of that matters anymore. Faunus, human, robot… whatever I am, it doesn't matter. You're my team, my friends… I love all of you and I'll use the strength I have to protect you, no matter what! We're all we have left until we meet up with Jaune and Weiss' teams… we're survivors and we need to take care of each other." Strength, certainty, passion, conviction and love, all of it burned like fire in her dead, unbeating heart as she stood up in the middle of the three girls, all of whom smiled proudly up at their leader. _We will be okay…_

 **Thud!**

All heads instantly turned to a loud but dull sound that echoed through the otherwise silent mall. Their collective, half metaphorical hearts skipped a beat the sound died out, leaving an ominous quiet in its wake. It had come from the barricaded front door…

 **Thud!**

Something had found them…

* * *

"Hey…" A soft voice called from somewhere far away through the darkness.

"Hey, get up…" The voice called again. It was girl's voice, familiar… it made her feel safe, pulling her deeper into the darkness.

"Hey!"

"Wha-!?" Weiss was jerked awake, her bleary eyes blinking rapidly as she tried to figure out what was going on. Her head quickly turned back and forth and on instinct her hand reached for her weapon… until she remember.

"Come on snowflake, it's time to get up, we found something and it's morning." There was a slight hint of playful annoyance in her voice, but it was far outweighed her urgent tone at whatever they had discovered.

"Oh, sorry Thistle, you didn't have to carry me all night you know." Weiss blushed as Thistle carefully and gently let her back on her feet.

"It's alright." Thistle turned around, smiling confidently with a large backpack at her front as she stretched. "You're not heavy and you deserved a good night's sleep."

"Thank you…" With a soft smile Weiss looked bashfully away, her cheeks felt hot and her heart felt… strange.

"Um, you okay there Weiss?" Sun cocked an eyebrow at her unusual behavior, putting his hands on his hips.

"O-oh! Sun, yes, I- I'm fine!" She didn't sound at all convincing but with a quick shake of her head she forced herself to regain her composure as her entire team watched her, Sun looking slightly bemused while Neo simply smirked for whatever reason.

"Anyway, what's going on?" Weiss turned back to Thistle who was in front of her, but before her teammate could answer, she saw what they had found. Weiss stared at a large, rather well built house atop a small hill no more than short walk away.

"Yeah… a house like that in the middle of the woods outside the kingdom, thought it might be worth checking out. What do you think?" Thistle looked more than completely exhausted, even her voice sounded tired. With a soft sigh Weiss looked to Sun and Neo. Sun had used up most of his strength helping them escape the horde of Grimm Zombies last night. Neo was a bit better off, she did as Weiss instructed and stayed close to her leader and didn't fight if she didn't have to, even so, they'd been walking all night.

"Thistle and I will check inside. Neo and Sun, you two scout the perimeter and stay close to each other." Weiss pulled out Myrtenaster from her side, giving the revolver on the hilt a spin as she checked her Dust reserves. _Not much, I wasted so much of it last night._

"We're on it!" Sun grinned confidently, but exhaustion was clear in his tired blue eyes. Still, with playful nudge with her shoulder against the much, much smaller woman beside him he beckoned for her to follow. After rolling her pink and brown eyes at him she followed, spinning her umbrella over her shoulder, however, Weiss caught a glimpse of a small but genuine smile on her lips as she walked behind him.

"Alright, let's get in there." Thistle sung the backpack that had been at her front to make room for her sleeping leader to her back, freeing her up to fight as her recurved knives dangled from the chains that fed from the encased spools at her wrists.

"You've been going all night, let me take point, you just watch my back okay?" Without giving her stubborn teammate time to argue Weiss stepped in front, her sword pointed out in front of her as she walked onwards towards the strange house on the hill. Behind her she could hear Thistle give a tired sigh, for once too drained to fight over it as she followed her leader.

The house was large and old, painted blue with a black roof. How it hadn't been destroyed by Grimm she had no idea, and not knowing made her extra cautious. Her pace slowed as they approached the house, Weiss being careful to avoid being directly in front of any windows while the creeped up to the large wooden porch that stood between them and the front door. Pressing her back to the wall she peered around the corner to the porch before looking back at Thistle, teammate's soft purple eyes were tired but eager for action. In some ways, she reminded Weiss of her former teammate and dear friend she had lost at the outset of the end of the world.

As she felt the first pangs of grief well up from her heart Weiss shut her emotions down, focusing on not losing anyone else. With a quiet, steadying breath she stepped out of her cover, holding her sword at the ready as she stood in front of the porch with Thistle close behind. Weiss could hear nothing but the sounds of the forest and no movement save for the gently swaying swinging chair that was rocked softly back and forth by the breeze on the porch. Still, she couldn't shake this… feeling, something was very, very off about this place. Even so, they needed somewhere safe for their team to sleep so, with a slight jerk of her head she signaled Thistle to follow as she walked quietly onto the porch until they reached the front door. Swallowing the last of her hesitation Weiss grabbed the door handle and gave it a turn… it was locked.

"Step aside, I'll break it down." Thistle was trigger happy as ever as she stepped in front of the door, bringing her foot up, ready to kick the door down with a powerful concussive wave that her Semblance generated.

"Stop that!" Weiss scolded, flicking the side of Thistle's head. "We don't need to draw the attention of anything that could be out there within earshot of your deafening explosions."

"Oh, then what do you suggest? Knocking?" Thistle folded her arms over her chest, staring down her leader as she awaited an answer.

"Alternatively…" Weiss raised her sword up, pointing two fingers out towards to the door, focusing her Semblance and then…

 **Click.**

"See," Weiss turned the doorknob and the door sung open, unlocked from the inside. "Much less conspicuous."

"You're such a show off." Thistle smiled, pushing the door open all the way. "Ladies first."

"Thank you, but I did say I was taking the lead anyway." Weiss shrugged smugly as she stepped into the house, Thistle close behind before she shut the door behind them.

It was just a house, nothing special, though it looked like it had been abandoned in a hurry. The house was normal, with a normal living room, though everything had a thin layer of dust. Early morning light shined in through the windows, illuminating the home. Art decorated the walls and pictures were on scattered around the house, on the walls and counters. Strangely, Weiss found the unassuming nature of the domicile even more unnerving.

"I think we're clear." Thistle whispered into Weiss' ear as her soft purple eyes darted around the house, scanning for any signs of movement.

"I don't sense any auras aside from our own, but we should do a room by room sweep just to be on the safe side." Weiss' grip tightened around her sword as she took the lead. It was a one floor building but it wasn't exactly small. The kitchen was clear, so were the bedrooms and the bathrooms, bathroom and closets. However, at the end of the hall, at the very back of the house, there were large, ornate wooden double doors with cast iron knobs, locked, keeping them out of whatever was behind them.

"What do you think is back there?" Thistle looked to Weiss, her leader could practically see the gears turning in her head as she imagined the possibilities.

"There's one way to find out." Weiss smirked, again using her semblance to unlock the doors.

"Alright, let's do this." The small red haired girl cracked her knuckles, eager for a fight as she reached for the door, but immediately was stopped by a small hand grabbing her wrist.

"You've done enough last night. Thanks to you, I've rested, let me go in first." The seriousness and conviction in her soft blue eyes left no room for debate. Thistle wasn't used to taking orders, but something about Weiss made her feel okay with it.

"Okay Snowflake, do your thing. I've got your back." Thistle gave her chains shake, ready to strike at anything that threatened her new friend. With a thankful nod and a warm smile, Weiss turned the antique door handles and pulled the double doors open.

It was a study. An office with an antique wooden desk and a comfortable leather chair. The room was well lit by two large windows draped with thin white curtains. Shelves lined with old books stood on either wall. Atop the desk were papers, an inkwell, a few picture frames and bullets… four of them. Weiss felt a chill run down her spine as she stared at the four bullets lined up in a perfect row at the front of the desk.

"Yeah… that isn't creepy at all." Thistle grimaced as she walked in, looking around the room.

"My sentiments exactly." Weiss brushed off the unease in her heart, following Thistle in. Everything seemed normal, but she just couldn't shake the feeling that something was off.

"Weiss…" Thistle's voice held fearful chill the likes of which her leader had never heard from her before as the smaller girl held a picture frame from her desk in both hands, staring intently at it.

"Thistle, you're scaring me, what is it?" Slowly she walked up to her partner, her ears focused on any sound that could come up behind her and her arm ready to wield her rapier.

"I think the person that lived here… was a Huntsman." Thistle showed Weiss the picture, her eyes wide and her senses on high alert. As Weiss looked at the picture, team of four adults with various weapons stood in front of Beacon academy. Suddenly, as Weiss and Thistle's eyes met, the leader's foreboding spiked into outright terror as a horrifying realization dawned on her.

"We need to get Sun and Neo and get out of here now!" Weiss spun on her heel… but it was too late. At the front of the house she heard rapid footsteps running up the porch before the door slammed shut.

"We're surrounded!"

* * *

Late morning light streamed in from the dusty old window as Jaune's eyes blearily blinked open. For once he had slept mostly peacefully. It didn't hurt at all that there was only one guest bed in old man Calder's house and it was a small room… so the entire team ended up sharing a bed. It was cramped, but he didn't hate it.

Beside him, Pyrrha slept peacefully on her side facing him, her head resting on his muscular shoulder. He just lay there for a long moment, listening to her rhythmic breathing, feeling the steady shifting of her body with each breath. Her face was so peaceful and content he couldn't help but smile watching her.

Slowly and gingerly turning his head to the other side, Neptune snored softly, his head close to Jaune's resting on his own well muscled arm. He shifted slightly, his fingers twitching as he dreamed. Then, curled up in a ball between Jaune and Neptune was a bunny faunus. Velvet slept with her knees up to her chest, her head resting against Jaune's side and her back pressed against Neptune's. She was smiling, warm and safe between the two boys as she dozed without a care.

This was his team. He never felt like he was really fit to be a leader, still, Team JNPR was his responsibility, he did everything he could to be a leader worthy of such an amazing team. His heart ached with a powerful pain as he thought about his old team, just him, Pyrrha, Nora and Ren. Now, half his team was gone, and he was powerless to save them. Through that tragedy, this team was brought together and looked to him as the leader. Velvet and Neptune were amazing fighters and great people, and Pyrrha was… well, Pyrrha. Still, he was their leader, and seeing them all safe for the first time in so long… that made it hurt just a little bit less. _I will protect them, I won't fail them like I failed you two. I- I hope you can forgive me, wherever you are._

"Good morning." Pyrrha's voice whispered dreamily from beside him, he could feel her warm breath against his neck as he turned to face her, careful to not disturb his other teammates.

"Morning." Jaune smiled down at her, bringing her arm around her as he held her close, taking a moment just to enjoy how warm she was. It helped burn away his grief, the warmth of his team around, knowing that they were safe. He never told any of them, but the nightmares had been wearing him down, he would just see Nora turning again and again, seeing Ren rush in to save her. The night they were just waking up from had been the first in months where he was not shaken from sleep by horrible nightmares.

"Sorry it's so cramped, if you want I can go and let you sleep. It'll be a bit less crowded." Jaune kept his voice low and soft as he resting his head atop Pyrrha's.

"Actually… I like this." Pyrrha admitted with a warm smile and a soft blush, snuggling up a little closer to Jaune.

"Yeah, so do I. I guess being on the run from an unending horde of Zombie Grimm has left up pretty messed up." He snorted out a halfhearted laugh, but as he hear the waking grumbles of Neptune beside him, he couldn't help but feel a little disappointed.

"Morning guys…" Neptune said as he stretched, his arms reaching up into the air, his bare, toned abs flexed as he stretched his muscles from his deeply refreshing sleep.

"Mhm… no… I don't wanna get up yet…" Velvet murmured, still half asleep as she scooched down, keeping her back pressed against Neptune's legs while she rested her forehead against Jaune's lower side, pulling the blanket over her after successfully making both boys blush as her bunny ears were all that was left of her poking out of the blanket over her head.

"She reminds me of Ruby." Pyrrha giggled, propping herself up on one arm, her elbow pushing into the firm mattress as she looked down at her faunus teammate. With her unoccupied hand she carefully reached out and after a moment of hesitation… she began stroking the incredibly soft and smooth fur that ran up the length of her ears.

"Heh-heh, yeah, she kinda does." Jaune laughed to himself. Still, the mention of one of his best friends brought back that pang of sadness to his heart. The three of them; his team with Pyrrha, Velvet and Neptune, Weiss' team with Weiss, Sun, and their new friends Neo and Thistle… and then Ruby's team, Ruby, Blake, Coco and Penny, they had all been able to keep in some semblance of contact since the outbreak, though they hadn't seen each other since. He knew very little about them, but he knew that Thistle and Neo were valuable teammates and friends and that Ruby… wasn't exactly herself anymore. Still, Jaune missed his friends and was eager to make it to their prearranged meeting place.

"Hey, why don't we see what the mayor has for breakfast?" Neptune smiled, looking down at the begrudgingly stirring bunny faunus at his side.

"Yeah, that sounds like a good idea." Jaune nodded, sitting up with Pyrrha, leaving only the unwilling bunny who was still fighting against waking up. They three of them had learned that the gentle natured faunus wasn't exactly a morning person.

"Come on sleepy head, time to get up." Neptune smirked playfully as he pulled the blanket from over her, letting cool air hit her skin that wasn't covered by her pure white nightgown. Jaune and Pyrrha looked at him sympathetically before turning away. A chill ran down his spin as he looked down at Velvet whose brown eyes narrowed dangerously at him, her ears now erect atop her head and a low growl escaped her throat.

"Um… nevermind." Neptune put the blanket over her as though she were a bomb about to go off before quickly and carefully backing away. "Maybe we should just, you know… let her sleep a little bit longer."

"Yes, I think that would be wise." Pyrrha giggled as she slipped out of bed.

"Sounds good, we'll bring her breakfast after we eat." Jaune followed Pyrrha, opening the door for her and Neptune.

"I don't get it, it's not like she needs beauty sleep, have you seen her?" Neptune made sure to say his flirtatious compliment loud enough for her to know he wanted her to hear him. Jaune watched as her shape moved slightly under the blankets and her ears drooped slightly in what he figured was a sign of embarrassment.

"Flirt later, food now." Jaune shook his head in mock exacerbation, gesturing with his head for Neptune to get moving. With a halfhearted shrug he followed Pyrrha out with jaune close behind him, leaving Velvet to sleep a little longer.

They had found this small, isolated village that had been untouched by the virus that had devastated Vale. It was safe from the Grimm thanks to the hazardous swampland and quicksand pits that dotted the area. A rare place untouched by the destructive forces that ravaged the world. The mayor of the small town was gracious enough to let the four of them stay in his home and take any supplies they could need. Still, a good night's rest had done them wonders already.

 _I wonder how the others are doing? Weiss' group is coming from the other side of the mountains to the east while Ruby is heading south down the coast, and we're heading north. Weiss chose a meeting place that was at the midpoint between all of us that we should be able to reach at roughly the same time. The coast is dangerous with all the Grimm Zombies and the area outside the kingdom where Weiss and us are is as dangerous as ever with the normal Grimm. I hope we all make it to each other in one-_

"Oh no…" Neptune's horrified and shaken voice ripped Jaune from his deep thoughts, drawing his attention to the heavyset old man laying back in his reclining chair, seemingly asleep.

"What's wrong? He's just sleeping, we'll wait till he wakes up to eat." Jaune shrugged indifferently… but Neptune just stared at mayor Calder, and as he turned to Pyrrha, he saw the same heartbroken look in her eyes.

"His aura is gone…" Pyrrha walked over to Calder, putting her fingers to his wrinkled neck and closing her eyes. After a few moments, she shook her head solemnly. "He's dead."

"No way… but how? He was fine when we went to sleep last night?" Jaune felt a dark foreboding in his heart, but he pushed it back with a shake of his head. "We need to get out of here, if the town's people think we did this then-"

 **Knock-knock-knock!**

A frantic knocking came from the front door. A desperate banging that spiked Jaune's already growing fear. Looking to his teammate's he turned back to the door and walked forward, steeling himself before twisting the doorknob. As though his teammate's read his mind they stepped in front of Calder's lifeless body, hiding it from view as best they could.

"Where's Mayor Calder?!" The woman who had greeted them when they first came to town was in tears as she looked desperately from them to her house behind her.

"What's happening?" Jaune didn't want to believe it was true, he didn't want to think of the worst possible scenario, but as he looked into the woman's hazel eyes and saw her fear… it was hard not to.

"My son, my son has a terribly high fever, it just came on over night! He needs help now!" The woman pleaded, crying as her thoughts turned to her son.

Jaune's worry turned to cold, unbridled terror as he slowly turned around to his team, Pyrrha and Neptune looking just as horrified as him, their faces pale as they realized the truth.

 _We're still carrying the virus…_


	5. Who You Are

**Thud!**

All heads instantly turned to a loud but dull sound that echoed through the otherwise silent mall. Their collective, half metaphorical hearts skipped a beat the sound died out, leaving an ominous quiet in its wake. It had come from the barricaded front door…

 **Thud!**

Something had found them…

Ruby reached for her sword at her side and behind her Blake, Penny and Coco got to their feet. Coco readied her handbag, to swing with immense weight or to turn it into her powerful gatling gun depending on the moment's need. Blake pulled her Gambol Shroud from her back, her bladed sheath in one hand and her gun pointed towards the door in her other hand. Penny's swords ejected from her back, splayed out around her ready to attack.

"No gunfire unless absolutely necessary." Ruby whispered as the whatever was at the door slammed into it again and again and with each impact she could hear their barricade failing. It would break through at any moment.

"Penny, upfront with me, Blake, Coco, take up the rear and be careful." At their leader's command Penny walked forward while their two more vulnerable teammates stayed back, taking defensive stances, waiting tensely for whatever it was to show itself.

With slow and steady breaths Ruby drew her sword from its sheath at her side, holding the long steel blade out in front of her with both hands gripping the hilt, her eyes burning with a silver light as she stared forward towards the front door. Then… silence fell. Whatever was trying to make it in relented, plunging them into an uneasy moment of growing fear. They were tired and hungry, her human and faunus teammate's, unlike herself and Penny, Blake and Coco felt fatigue and the stress of their journey had left them weakened. _Our focus just needs to be on neutralizing whatever is out there long enough to escape, we can't risk drawing more attention and drawing in a horde._

"Do you think it-"

 **Crash!**

Before Penny could finish her question their barricade was smashed apart, debris and broken glass showered down across the tiled floor of the mall as it broken in, skidding to a stop!

It was small, much smaller than the massive one that had impaled Ruby earlier that day, only being about the height of a full grown man. Still, it was a menacing creature, it walked on its hind legs but its arms at its front were made up of two boomerang shaped spikes, pointing down to the floor and towards its back that met at an angle where its hands would be. As it staggered up it balanced on tips of the long, javelin like spikes while its legs bearing most of the its weight. Its long, pitch black tail swayed back and forth with needle like spines covering its surface. The Grimm's face was covered by a mask of the Grimm armor with red markings leaving its glowing yellow eyes piercing hungrily into them as its razor sharp maw spread open, hissing softly as it recovered from crashing through their defenses.

In the pit of her stomach, Ruby had a terrible feeling and running away was sounding like a much better plan. Even so, she had ordered Coco and Penny to seal off any other exits… they were trapped, with that thing standing between them and the only way out. _We'll have to play this carefully, I don't like the look of this one._

"Penny, new plan." Darkness rolled like waves of impenetrable black smoke down her arms and more white Grimm armor jutted up along their lengths. "Cover me!"

And with that, Ruby rushed forward, her sword reared back as she ran towards the beast, not giving it another moment to size them up! Determined to finish it in one swing she pooled her Grimm power, reaching deep into her dead heart to summon up all of her strength! Her sharp, fanged teeth gritted as black veins surrounded her silver eyes on her face.

"Aaaah!" A belligerent cry roared out from Ruby as she swung down her sword at its neck with all her might!

But it didn't follow through. Her blade was caught, at the last moment the Grimm had raised its arm up, blocking her attack with its long javelin connected to its arm! The sheer force of her attack shattered the tile below them and cracked its armor, moving it back several inches as her sword cut half its width into its Grimm armor… but no more. Ruby's eyes widened in disbelief… she barely made a dent.

"Khhhhhhhh…" The beast hissed as its eyes glared at Ruby full of malice. Her body tensed as she stared defiantly back. _Here we go…_

In a blur of black and red the Grimm Zombie lunged forward, slamming into Ruby with crushing strength, sending them both flying through a nearby wall, Ruby's back taking the full force of the impact before she was thrown to the floor of the shop behind the wall with the beast on top of her with her sword still lodged in its bone like spear.

"Ruby!" He team cried out at once, their weapons aimed at the crumbling hole in the wall.

Ruby was pinned down, one leg being crushed by the Grimm's as its claws dug into her flesh. Its head was lowered, hovering only inches above hers as it looked almost… curiously at her. Then it stood up, keeping one leg atop Ruby's as it raised it's large spear off the ground, her sword still stuck into the bone like substance as its tip loomed over her head. Still, Ruby glared defiantly at it, showing her teeth as she reached down for her second sword at her side.

"Get away from Ruby now!" Penny commanded before firing a barrage of smaller energy beams from the tips of her swords!

The Grimm let out a low growl, seemingly only annoyed by Penny's attack as it turned to her, its back growing large spikes, breaking up the direct fire of the android's attacks, minimizing the damage as the beams were scattered over the surface of its arm length protrusions.

Ruby seized her chance and focused all her strength into her free leg before kicking as hard as she could at the monster's belly, sending it flying back the way they came, through the hole in the wall! The holes in her leg that had been pinned healed, the holes filling with a matrix of black veins before her pale skin reformed in a matter of seconds. Then, she was back on her feet with her sword drawn and ready to fight!

"Penny keep it busy!" Coco took the lead while Ruby recovered, running full bore at it with her copper studded handbag reared back ready to swing its devastating weight down at the Grimm as it staggered up from Ruby's kick!

Doing as Coco commanded Penny kept it distracted, now focusing her beams on the less protect parts of its body, but even then it had little effect… but it was enough! Coco had gotten in close, her bag raised up, looming over the monster's head as it focused on the attacks from Penny with with maximum force Coco slammed it down on top of it's head, the shock wave could be felt through the floor as the ground shook from the raw power just before its head slammed into the floor!

"Done already? Too bad, I was just getting-"

"Coco move now!" Ruby shouted desperately as she climbed out of the hole in the wall. Without even an instant's hesitation Coco jumped back… just before a new spike grew out rapidly from its arm aimed right at her head.

The Grimm Zombie groaned as it shook its head, brushing off Coco's attack like it was nothing while it got to its feet. On its other arm another equal sized spike grew outwards, giving it three person sized javelins attached to each arm while the armor on its head grew thicker with uneven bumps across its skull to dissipate impacts like the one Coco hit it with.

"Everyone stay back, it's too strong." Ruby growled as she pointed her sword at it, her grip tight and sure around the hilt as she slowly and cautiously sidestepped it, keeping her gaze locked on the Grimm's. _We need a plan…_

"Everyone keep your distance and keep it distracted. Penny, give us your analysis." Ruby stepped in closer while her team stepped back. Blake took the high ground on the stairs behind it, Penny slowly backpedaled towards the front entrance, continually firing off small beams to keep its attention while coco stepped to a safe distance keeping her bag in hand. With the four separate targets the Grimm would have to focus on the most immediate threat… Ruby.

"It is not good! It keeps mutating at will to counter everything that hits it. I believe the best course of action is to hit it with everything we can before it becomes too strong for us!" Penny's fear however was that it was already too strong. Since Ruby had become part Grimm she had never seen anything survive a slash of her sword, yet this Grimm barely seemed hurt by it.

"Is retreat an option?!" Ruby had a bad feeling that Penny's fear was already true, it was too strong for them. _Still, if I can keep it busy maybe the others can escape!_

"When it lunged at you its top speed far exceeded our ability to outrun it, at the very least we would lose one of us in the escape. Those are unacceptable losses!" Penny felt her attacks having less and less effect as small, asymmetrical spikes grew from all over its body, more efficiently dispersing her energy attacks. She knew they needed to act and quickly!

"All bets are off! Coco, open fire when I pin it down, Penny, hit it with your full blast, Blake shoot at it, aim for the parts with no armor!" Her Grimm strength flared, burning inside her like a frigid wildfire as she charged the monster!

Ruby lunged at it with immense speed and power, slamming her entire weight sword first into its chest, throwing both of them into the wall behind them. The entire building quaked at impact but the wall held, likely due to the thick support beam behind it. A smug grin on Ruby's lips formed as she felt her Grimm power coursing through her, but her exhilaration was short lived… the tip of her sword didn't even penetrate the armor that had grown from its chest just before impact, even with everything she had, she couldn't so much as scratch it.

"Ruby get out of there now!" Blake hopped down from the stairs, running in a panic towards Ruby as she stared numbly up at the Grimm that towered over her, its mouth slowly opening wide.

 _That's impossible…_ Was the last thing Ruby thought before its insanely powerful jaws snapped down over her head, she could feels its fangs easily pierce her skull as it lifted her limp body by her head, giving her a violent shake before swinging her around, biting down harder and harder before slamming her into the wall, completely turning the tables on her!

"No!" Blake cried out, but Penny and Coco couldn't go on the offensive yet, not with Ruby in the line of fire. In futility Blake shot at it, but her bullets did nothing as Ruby's sword fell from her hand.

The Grimm looked almost satisfied as it gave one last hard bite, compressing her skull in its jaws before opening its maw wide, letting her head go. Blake could see the gaping holes in her head where its teeth had penetrated, but to her relief… they were healing as a black haze rose up from her wounds. Ruby was still alive.

Her eyes blinked open, dull and weak, the silver light barely flickering as she shakily raised her head to meet its gaze. A small, frail smirk pulled at her lips as the holes completely healed. Her team watched in horror as in a blur of black and while, the Grimm Zombie stabbed one of its massive javelins through Ruby's torso, all the way to the end almost as wide as her body, pinning her into the support beam before it detached from its arm, leaving the large spike in Ruby, her feet less than an inch off the floor. 'It's too strong… it's too strong.'

"Aaah!" Blake roared defiantly, rushing forward in a blind range, her weapons drawn as she charged the Grimm, determined with every fiber of her being to save her leader!

"Blake no!" It was too late. By the time Ruby's warning left her lips, Blake was already standing between her and the Grimm, her swords out as she glared at it without a hint of fear emanating from her. Instead… Ruby could only sense two things; Love… and rage.

With a blindingly fast swipe Blake cut it across its neck, vanishing before it could counter, leaving only her shadow behind! Still tabbed through the torso into the wall, Ruby did the only thing she could… she kicked it while its focus was off of her, slamming her boot into it with so much force that she indenting the wall behind her even more, the building's lights flickering as the main beam cracked!

The Mutating Grimm was forced back, staggering as it was pushed to the middle of the floor and Blake was still on the offensive. With a furious onslaught Blake appeared and disappeared, striking every vulnerable point with both blades and vanishing before it could retaliate! She was only growing more and more vicious with each attack, using her limited dust reserves to unleash fiery explosions all around it as it attacked her burning shadow!

"Blake retreat now! Coco and Penny can-"

Before she could say another word a projectile spike shot into her shoulder, boring straight through before plowing into the beam behind her. Penny swirled her blades in front of her, blocking the shower of arm length spikes while Coco dodged falling to the ground and rolling out of the way before three cut through the space she occupied only and instant before! The Grimm stood tall, its body bare of armor or spikes while they slowly regrew and laying on the ground between it and Ruby… was Blake… with a spike through her abdomen and a pool of her own blood spreading out beneath her.

"Blake!" Ruby could feel it, her pain, her fear, her teammate's disbelief and rage but all of it was drowned out by her own deafening bloodlust.

"You son of bitch!" Coco stood up, her teeth bared as she immediately opened fire, unloading the full force of her weapon at the monster! At the opposite side Penny didn't say a word, the anger in her face was like nothing Ruby had ever seen as she fired her main attack, a devastatingly powerful blast of green energy from her swords that swirled in front her her!

"Gyaaaaaa!" The Grimm screeched and instant before their attacks hit thick shields of Grimm armor grew from its sides and arms, shielding it from their attacks… but they wouldn't let up!

"Blake… Blake… I'm coming." Ruby felt her mind growing hazy as something welled up from deep within her. Something immense and terrifying… something powerful. The darkness retreated from her arms as she reached up and with one arm, ripped the spike as large as herself from her chest, freeing her from the wall.

Ruby's face was chillingly calm as she healed almost instantly while she grabbed her sword from the ground. Her silver eyes blazed with more intensity that they had ever seen as she walked slowly up to the monster, her expression as cold as her subzero gaze.

"It's okay Blake… I'm here." She whispered softly as she knelt down, tenderly picking up the bleeding girl off the ground, cradling her with one arm, her other hand on her sword as she stood back up, facing the thing that hurt the girl she loved. With what she could only describe as a single, unimaginably powerful heartbeat that echoed from all over her body at once, the power from the darkest reaches of her Grimm soul exploded forth!

At her back her clothes tore as two mighty wings like those of a dragon spread from her shoulder blades, black like Grimm hide with a translucent red membrane stretched tight from base to tip with spikes at the ends and length. Her new wingspan was easily longer than her own body. Further down, a long black tail grew out with tooth like ridges running down its length in two strips, ending at the tip of her tail with a razor sharp arrow like point.

Atop her head the small protrusions grew into large, curved horns and at her forehead her smaller horns grew, jutting up halfway to the height of those atop her head and curving inward between them. Red markings painted her face and her silver eyes glowed bright!

Her teammates kept up their fire but their eyes were now on their leader, her new form dark and imposing and even they could feel the immensity of the power she exuded. The grimm before her as well seemed to grasp Ruby's new power as its body rapidly grew thick armor all around it, preparing for a much more devastating blow!

"You hurt Blake…" Was all she said before she slashed her sword in a glint of steel, as though it were nothing, still cradling the trembling faunus in her arm, holding her tight against her chest and shoulder.

A moment later… the Mutating Grimm was severed in two by Ruby's slash, its body evaporating as Penny and Coco ceased fire. Ruby, with an effortless motion… had killed it.

"I won't lose anyone else." Ruby growled in finality, sheathing her sword as she flexed her new wings, fanning them in and out and moving her tail around to get a feel for her new body.

"R-Ruby… is that really you?" Penny's swords retreated into her back as she slowly and cautiously walked up to her leader with a deeply concerned look on her face.

"I'm fine! Blake was hurt, she's the one that needs help!" Ruby pleaded desperately spun around, gently holding Blake with both arms as she walked over to Penny.

"Oh Blake…" Penny looked down at her teammate, Blake's face was pale and her eyes were barely open as she went into shock. Penny's steady hand reached out towards the spike that had not disappeared along with the Grimm who produced it.

"Don't touch it!" Coco commanded, walking over to Ruby, her gun tucked into her bag.

"We need to do something, I can feel her suffering! Ww- we have help, we have to-"

"Ruby… it's too late." Coco sighed, solemnly taking off her sunglasses. "It pierced her liver, she'll bleed out less than half an hour unless we can get her to a hospital… and there are no hospitals."

"No! No! That can't be true! There must be a way!" Penny's emerald eyes glistened as she glared at Coco. Ruby… was silent, staring down at the girl in her arms, the only thought that she could decipher over the negative emotions of her team and her own feelings was that… she wished she could cry.

"Penny, you wouldn't understand." Coco's lip quivered as she bit back her tears, her body trembling as she reached out to Blake, brushing away a lost strand of her hair from her pale but beautiful face. "Humans and Faunus, we're so weak and fragile when our aura fails us. Blake is… she's dying. There's nothing we can do but help her go."

"No." Ruby's words were little more than a strained whispered as she fell to her knees between her two teammates, cradling Blake, holding her close as she hugged her, pressing her forehead against hers… her warmth was fading fast. Ruby could feel Blake getting further and further away. "I won't lose anyone else."

 _ **Whooosh!**_

Ruby's wings unfurled, the sheer power causing a gust of wind the blew Penny and Coco back before shattering every window in the mall from the immense air pressure! Her heart was drowning in pain and sorrow as she held Blake just a little tighter as she tenderly kissed her, Ruby's soft but cold lips pressing against hers. _I love you Blake… and I'm so sorry for this. I hope you'll forgive me._

"Ruby what are you doing!?" Coco got back on her feet, having been blown halfway across the mall along with Penny who was thrown to the front entrance.

"I'm saving her." Ruby's wings drew back, folding behind her while her tail surrounded her and Blake as she opened her brought her lips to the unconscious faunus' neck, kissing her softly before opening her mouth, revealing her razor sharp fangs.

"You don't even know if that will work! You don't even know if she wants this! I love Blake too but this isn't right!" Coco watched helplessly, even if she decided to fight Ruby, she just couldn't bring herself to shoot while she held Blake.

"I have to try." With that, Ruby's wings draped over the two of them like a cocoon, letting in only a soft red light as she sat Blake up in her lap. "I won't lose you."

She let her instincts take over, her sharp teeth sunk into Blake's neck, piercing her flesh and severing her jugular vein and letting Blake's blood spill out, washing over Ruby's tongue as her heart pumped it out into her mouth.

Ruby's mind fell into a blissful haze as she lapped up every drop of Blake's vital fluid, drinking it down as fast as her heart could pump it. The taste, everything Blake felt, Ruby could taste in in every drop of her blood as she imbibed, licking her tongue over the gushing wound. Shivers ran down her body as her loved one bled out into her mouth, she felt nothing but elation as she drank up every drop.

 _I need more… I need more…_ Closing her eyes she felt Blake squirm weakly in her arms. Ruby licked the punctures she made before dragging her fang down the length of her vein, splitting it wide open before she cupped her mouth over the slit in her throat, through her tongue she could feel the smooth inner wall of Blake's vein as more and more hot blood gushed out. It took every ounce of what little awareness Ruby had left to stop herself as she gnawed on Blake's neck, her hunger for flesh almost overwhelming her. _Blake… please… forgive me… I- I can't… I can't lose you. I love you… please, stay with us._

Blake stopped squirming… her heart was barely bleeding as Ruby actively sucked out every last drop of blood that she could from the wide open vien. Soon, there was nothing left… and Blake's heart stopped beating. With a soft sigh and a hazy but blissful smile Ruby let her wings slowly unfurl and brought her tail back behind her.

"She's going to be okay…" Ruby smiled, still licking up every speck of blood that was beginning to dry along Blake's neck and shoulder while she held one hand over the faunus' forehead. "Her heart stopped but she's still breathing and she has a high fever… she's alright… she's not going to die."

"R-Ruby…" Penny's voice was dark with horror as she backed slightly away, her arms held up to her chest.

"Penny… what's wrong?" Ruby tilted her head, still licking the inside of Blake's vein for the last few drops she could get.

"Maybe this will fill you in." Coco growled bitterly as Ruby turned to her, and a moment later a bright flash hit her eyes from the camera of Coco's phone. Then, she dropped it before kicking it across the floor over to the blood stained Ruby holding the barely breathing, exsanguinated girl in her arms.

"What are you-" Ruby's confused tone was cut off as she looked down at the scroll… and the picture that was taken of her. She was… a monster, a girl with Grimm dragon like wings, tail and horns, her clothes and porcelain skin stained from a crimson that flowed down from her blood soaked lips.

"N-no… no… that's not me… that's not…" She felt sick to her stomach, her small body trembled as she looked down at herself, holding up her bloodied hands before her unwilling eyes looked down at Blake's neck. There was a long gash down the length of her throat, her vein split wide open and around it were many smaller punctures from where she was chewing into her flesh.

Her breathing became rapid and shallow, a racing heartbeat she expected didn't come, a dark reminder of what she was. As carefully as she could she eased Blake onto the floor, the young woman's breaths weak and tepid and her fever scorching as she shivered in pain. With one hand Ruby covered half of her face as she shakily stood up, nearly slipping in the pool of blood at her feet.

 _I- I'm a monster… I'm a monster… I'm… a Grimm._ Her memories of what she did to Blake replayed again and again in her mind, filling her with nauseating revulsion and even worse… pleasure. The taste of Blake's was still fresh on her tongue and it taste and felt indescribably amazing, especially the blood pumped out Blake's last, weak heartbeats, it was by far the greatest feeling she had ever experienced. _No! Stop it! I don't want to feel that! I don't want to think that! Just make it stop!_

Ruby violently shook her head, desperate to banish the thoughts and feelings that were so clearly wrong… but no matter what she did, she couldn't get rid of the taste of Blake's blood. Her wings extended and contracted and her tail lashed frantically back and forth and she held her head tight with both her hands, screaming her wish in her mind to cut her tail and wings off, to cut out her Grimm side… to go back to who she was… not this- this… _Monster._

"Ruby please calm down, getting worked up like this won't-"

"Don't come near me!" Ruby cried out, flaring her wings out in a single powerful beat the shoot the entire building and sent Penny flying backwards!

"Ruby wait!" Coco called out… but it was too late. Ruby grabbed her sword off the ground… and ran out the front door, leaving Penny, Coco and a Blake alone.

* * *

Darkness… everything around her was darkness. A small girl in a black red combat skirt with a red cape laying still on ground behind her. The little girl was curled in a ball, her legs brought up to her chest and her head buried in her knees as she cried into the darkness… alone. Her tears soaked through her clothes and her weak sobs echoed through the void. She could feel her heart pounding in her chest as she cried.

 _I don't want to go back… I don't want to go back. Why am I alone? Why is this happening? Why am I all alone in the dark? M-my friends… they can't be here with me, I can't bring them into this. I have to be alone… I have to be._ She trembled as she held herself tighter, her breathing rapid and shallow as she cried, her jaw aching from gritting her teeth against the unrelenting heartache.

"I have to be alone… I deserve to be alone…" She whispered into the void as her fragile heart broke, leaving her with nothing in the world but darkness and despair.

"You sure about that?" A familiar, cheerful voice spoke up from in front of her.

Ruby's heart skipped a beat, a chill ran down her spine and hope soared in her chest. Steadying her breath and stemming the flow of her tears, she slowly looked up from her knees. A young woman stood before her shining like the golden sun, burning away the darkness with an indomitable light, a light almost as bright as her smile.

"Yang…" Ruby whispered in disbelief at the shining girl before her. Her big sister… that she thought was lost to her forever.

"Who else would it be?!" Yang chuckled, extending her hand out to Ruby with a playful grin. "Come on, get up, you really think your big sis is going to let you mope around all day!? I'm here to kick your but into shape!"

"Yang… I'm happy to see you… you have no idea how much I've missed you but… you don't understand. You shouldn't be here." Ruby sighed, looking down from Yang, her silver eyes dull and cold with sorrow. From behind her, the darkness grew, swirling around them as it threatened to consume the light.

"Oh no you don't!" Yang growled defiantly, forcefully grabbing Ruby by the wrist before pulling her little sister up with one hand! "The first time I see you in months and you're just be all gloomy!? Screw that, get in here and hug me now damn it!"

"But I-" Before she could protest she felt two strong arms wrap around her, pulling her in close, into a familiar, warm, and very safe embrace. Her throat felt tight as she raised her small arms up, wrapping them around her big sister before burying her face into Yang's shoulder. She fought it, but for only a moment before the warmth she felt broke down the walls of ice, letting tears flow freely as she cried, hard and helplessly into her sister's shoulder, hugging her as tight as she could, savoring every moment she held Yang once again.

"There there Ruby, I'm right here… I'm always right here. I'm not just going to up and leave you like that, you should know me better." Yang smiled softly as she tenderly stroked the back of Ruby's head, running her fingers through her soft, black, red tipped hair.

"I- I missed you… I missed you! I missed you so much…" Ruby cried, shaking in their embrace as she kept her face in Yang's shoulder, letting out every tear she couldn't shed over the past months into the person she missed and loved more than anyone else in the world.

"I know Sis, I know." Her words were loving and gentle as she let Ruby get it all out. "I'm sorry for leaving you like I did, but I mean, I'm still with you so you don't ever need to feel like you're alone okay? I'm here for you, I'm not going anywhere again until I know you're okay."

"Yang… I've missed you more than I could ever say." Her voice quivered as she pulled slightly away, looking up at the softly smiling face of her sister.

"I've missed you too, but I've been watching and I'm so proud of you. Still, something isn't right." Yang hummed as she stepped away from Ruby, looking up and down at her little sister with her chin resting between her thumb and index finger, Ruby looking more than a bit confused.

"Oh, that's it!" Her eyes lit up with realization, grinning brightly.

 **Snap!**

With a snap of Yang's fingers, Ruby felt herself change from the scared little girl that first arrived at Beacon to the young woman she was. She was a little taller, more beautiful and confident, her outfit changed to her present ware, she no longer had her Crescent Rose, instead, two cross shaped swords were sheathed at her sides… and she had fangs, horns, a long Grimm tale and dragon wings.

"Perfect!" Yang nodded contently, her hands on her hips, looking very pleased with herself.

"What?" Ruby tilted her head, still confused… until she felt her wings retract at her back. Then… the darkness returned! A pitch black darker than the night swallowed up the brilliant light as Ruby began breathing faster, her eyes wide and her heartbeat gone.

"No! No-no-no! This isn't me! I'm not a monster! I don't want to be a monster!" She drew her sword from her side, bringing her wing in front of her, shutting her eyes tight as she jabbed her sword into her wing! But… it stopped, just before the tip of the blade made contact. Her eyes hesitantly opened, seeing a hand bathed in golden light grabbing her own and as she looked into the crimson eyes of her sister, the darkness was burned away.

"I didn't come here just to watch you hurt yourself!" Yang painfully twisted Ruby's wrist, forcing her to drop her sword. Shaking her head lightly, she took a long, steadying breath and her eyes cooled to lilac. "Look Ruby, your wings and horns and tail, your Grimm side, that doesn't make you a monster. I mean, personally I think you look badass but that's beside the point! The point is, this is you, the wings, the tail, all of it is you and I know you better than anyone else. Ruby Rose is not a monster!"

"You didn't see what I did to Blake…" Ruby's head hung low, her dull gaze fell and before she knew it, her tail came up in front of her, putting itself between her and Yang. She was sad, and her tail reacted just like lowering her head… it was part of her. _But I don't want to be like this…_

"Actually, I saw the whole thing." Yang smirked, placing one hand on Ruby's shoulder before her expression became more stark and serious. "Listen Ruby, I was the one that bit you, I was the one that made you this way. I was still aware, just a little, there was still a little of me left in that thing before Qrow killed it. This bite, I gave it to you, something just told me I needed to do it, it felt warm and it felt right. This power you have now, I've seen you use it to protect Blake, Penny, Coco and yourself. You love them, and I love you, and I loved Blake, I'm happy and proud watching you because I know who you are! No matter what, Ruby Rose is a Huntress, someone who fights for good no matter what. You're the furthest thing from a monster! You've do so much good with this power already and I know in my heart that you're only going to do so much more! I couldn't be a more proud big sister!"

"But… what I did to Blake…" Ruby looked away guiltily, but Yang didn't let up.

"You saved her! Trust me Ruby, I know Blake and I know for a fact she wasn't ready to leave your side yet. It's going to be tough on her at first, like it was with you, but she's thankful that you saved her, I promise!" Yang looked put her hand under Ruby's chin, bringing her gaze up to her own, though they were almost the same height now. Her smile left no doubt in Ruby's heart… Yang wasn't just trying to make her feel better, she was telling the truth.

"Yang… I enjoyed it. I loved every moment of it. Drinking her blood, biting her… turning her. It all felt so amazing… how am I supposed to live with myself like this!? How am I supposed to feel like a good person when I loved doing that so much!?" Ruby cried as she grabbed Yang's arms, her voice strained while she shook her, desperate for an answer… desperate for hope. Yang, she just smiled lovingly, putting her hand atop Ruby's head between her horns.

"You're not human little Sis, what you are doesn't have to change who you are. So what, you felt good saving Blake's life, you didn't go too far, you didn't eat her, you didn't cause her needless suffering. You don't need to feel guilty, you did the right thing, sure it was messy, sure you may have gotten off to it-"

"Yang!" Ruby cried indignantly before looking away in embarrassment, if there was any blood in her body she would have been blushing furiously at her sister's implication.

"All I'm saying is, things are different for you than a human, but doesn't make it bad. You're a good person, you know what's right, don't sweat it." Yang shrugged with a grin, making it seem like it was really, truly nothing and Ruby, she believed her.

"I understand… thank. I guess you're right. I did what I did to save Blake, I couldn't lose her, I- I love her. My teammates, they're are going to hate me now…what should I do?" Ruby slumped, looking again to Yang for answers.

"Trust me Ruby, they don't hate you. Did you feel hate from either of them before you ran off and left them alone?" Yang tilted her head back, smirking expectantly at Ruby who merely shook her head in response. "They were just surprised, they still love you and they'll still understand. Just make sure you apologize for leaving them alone, that definitely wasn't cool, I mean, you're supposed to be their leader, you've never just up and abandoned team RWBY!"

"I guess… I should be getting back then huh?" Ruby sighed, looking up to her deceased sister with loving, longing eyes, wishing their time together didn't have to end.

"Yeah, you kinda left them in a stereotypical zombie apocalypse scenario without their badass leader." Yang snorted out a laugh.

"Will I… will I ever see you again?" Her heart ached, seeing her sister again, it was the greatest solace in the world… leaving her would hurt so much more.

"Ruby, weren't you listening?!" Yang smiled genuinely, placing her hand on the shoulder where the scar from her bite still shown on her sister's skin. "I made this bite, I'm part of it. I'll always be with you. Now, get going, you've left them alone long enough, and give Blake a kiss for me when she wakes up."

Ruby's eyes clouded with tears as she felt a deep warmth penetrate her scar and radiate through her entire body, filling her with light and love before Yang's form dematerialized, turning into golden radiance… and fading away.

"I love you Yang…" Ruby smiled wistfully, touching her fingers to her scar. _I love you so much…_

* * *

Ruby's bleary eyes blinked open into a new darkness, for a moment, she was confused as to why she couldn't see anything… and then she felt her wings, one cushioning her from below, the other shielding her from the cool night winds and her tail resting on top of her like a blanket. A soft, amused smile formed from her lips as she slowly at up. _Okay okay, I get it._

She pulled her wing from under her as she got to her feet, stretching from her nap, her wings and tail extending out as she raised her arms up to the sky, feeling immensely refreshed from her short sleep. _It's still night time, I couldn't have been gone that long._

Taking a few steps forward she approached the edge of the roof she had fallen asleep on. It was a long way down. Looking down on the abandoned, crumbling city she could only see one source of light from the ground; It was the mall her team was hold up in. Closing her eyes she focused her Grimm senses, it didn't take long for her to home in on her team, they were okay, Coco and Penny were worried and feeling guilty and Blake… she was suffering. _I'm such an idiot, I should never have left them like that. Don't worry girls, I'm coming home._

A playful grin formed from her lips as she stepped closer the the edge, the tips of her boots hanging off the edge towards a steep and long drop. Closing her eyes and taking a deep breath she leaned forward… and fell.

Ruby plummeted to the ground, wind rushed around her as she let gravity take her. She wasn't afraid, even if she failed at what she wanted to do, her Grimm body could easily survive the fall. So she just enjoyed the ride down, the sensation of the air rushing around her as she fell faster and faster, the feeling of freedom and exhilaration. For a second, she felt as though she may have gotten a piece of Yang's daredevil personality along with her bite. Opening her eyes, she saw the ground fast approaching.

 _Okay, time to see what these babies can do!_ It was so natural, it felt so right as she unfurled her wings, like they had been part of her for her whole life. Her open wings caught the air, very immediately slowing her fall and then she realized… flying did not come naturally to her! She struggled to keep her balance in the air, it was all she could do to glide, using her tail to help control her fall as she sailed down. _Okay, maybe if I do it this way?_

Ruby pulled her wings down slightly, the flow of the air beneath them changing, sending her upwards instead of plowing into the ground that was now only about a ten second fall away. Breathing a sigh of relief she closed her eyes stretched her arms out, feeling the wind rushing around her. It wasn't exactly flying… but she had never felt so free.

 **Smack!**

Ruby hit something tall and metal and hard, head first, denting the… _street light, I just hit a street light_ , and sending her falling to the ground… hard!

"Ouch… I'm so glad no one saw that." She giggled to herself dopily as she got to her feet, her tail providing a surprisingly soft cushion to land on. A sudden sound from behind her stole her attention, sending her into high alert as she spun around to face it, her hand bolting to her sword's hilt.

A horde of less Grimm Zombies had seen her and were closing in from her front left and right. There were scores of them, but there didn't seem to be a Huntsman Zombie among them, so she relaxed. _Okay… let's see what I can do now!_

With a quick draw of her sword she slashed into the air in front of the oncoming horde before her and without even being within her blade's length her single sideways swide decapitating a dozen of them, the unbridled power of her movement shattered windows in the building behind them and sent everything that wasn't immediately killed flying. _Yang was right… I have so much more power now!_

She unfurled her wings, sending crushing gales of wind out to her left and right, blowing the zombies at her sides away with almost no effort! Her tail lashed eagerly from side to side before she slammed it into the ground, crushing the road and making the towering buildings around her quake violently from the impact! _Okay, I should probably stop now._

"Hmm, I want to try again." She smiled brightly, looking up to the streetlight that had grounded her. Sheathing her sword she grabbed onto the metal, her grip crumpling it as she climbed to the top. She perched there for a moment, her wings spread and her tail wrapped around it for stability as she looked to the lights not far in the distance where her team was. Taking a deep breath raised her wings up, and beat them down and with the single motion she felt her body become so much lighter for a moment. She tried again, and again, and again until she felt her wings carrying the entirety of her body weight. _I'm doing it!_

With an elated smile Ruby relaxed her tail, unwinding it from the street light as she let her wings carry her higher and higher. _Okay… so how do I go forward? Oh whatever, I'll just glide there!_

With a shrug of her shoulders that nearly threw her off balance towards the ground again, she very carefully flew up high enough to fall into a safe glide, not wanting to meet the pavement again. She may not have had flying down just get but she was really loving how free it felt to soar through the sky, how peaceful it was up there… and how much she wished to share it with her loved ones back at the mall. _I'm strong enough, I but once I get more used to this, I can carry them while I fly! I bet Blake and Penny would love this, I think Coco would too!_

Ruby turned her wings against the wind, catching her like a parachute, slowing her down as she came to a rough, tumbling stop in front of the mall. _Still have to get the hang of the breaks too_ She giggled bashfully to herself as she dusted herself off and walked up to the front door. Then… her hand hesitated at the door knob. She could feel their worry, their fear had increased while she was fighting the lesser Grimm Zombies, probably because of all the sounds they were hearing, but their fear wasn't for them… it was for her, and that gave her the strength she needed to open the door.

"I- I'm back…" Ruby suddenly felt a lot more disheartened as she stepped into the mall and saw Blake right where she left her, breathing weakly and groaning in pain in a pool of her own blood, filling the air with a scent that made her… hungry, and happy, bringing back the bliss of their extremely intimate moment together.

"Ruby! Where have you been!? It is almost sunrise and you had us worried! We couldn't leave Blake so we couldn't search for you, but you have no idea how badly I wanted to!" Penny rushed up and without hesitation threw her arms around Ruby and held her tight, minding her wings.

"Look, all that… whatever that was, whatever happened, we were worried about you. I didn't want you to run away. I just watched you drink three liters of our friend's blood and… you were kinda moaning while you did it." Coco looked away, her cheeks tinted red, it was rare to see her get flustered and that only made Ruby infinitely more embarrassed. "I don't understand this, and I have a lot of questions, some you probably can't answer, but you're our leader, you don't go abandoning your team like that."

"I'm sorry… I was scared. I was scared of what I was…" Ruby's small body trembled as she put one arm around Penny and with her other arm, she pulled Coco into a tight embrace, the three of them, together. As Ruby held them, her wings arced around them, and her tail wrapped behind Penny and Ruby and through it… she could feel their warmth.

"I'm not a monster… I promise… I'm still me… please, please don't hate me!" She buried her face into Coco's shoulder, holding her and penny tight as she squeezed her eyes shut.

"Oh Ruby, we know you're not a monster! You're our leader and we love you!" Penny held Ruby, smiling lovingly as she gave her a gentle kiss on her cheek.

"I won't like I wasn't expecting you to do that and I still don't know how I feel about the whole thing, but for now, Blake and still with us and you're back home so don't sweat it Rose." Coco blushed lightly, resting her chin atop Ruby's head beside her horn, closing her eyes as she returned the embrace… and a small smile formed from her lips.

"Thank you… you have no idea how scared I was… thank you." Ruby smiled softly, holding two girls that she loved close… and clear tears fell from her silver eyes.

 _I'm proud of you Sis._


	6. A Fearsome Team

"Thistle, you're scaring me, what is it?" Slowly she walked up to her partner, her ears focused on any sound that could come up behind her and her arm ready to wield her rapier.

"I think the person that lived here… was a Huntsman." Thistle showed Weiss the picture, her eyes wide and her senses on high alert. As Weiss looked at the picture, team of four adults with various weapons stood in front of Beacon academy. Suddenly, as Weiss and Thistle's eyes met, the leader's foreboding spiked into outright terror as a horrifying realization dawned on her.

"We need to get Sun and Neo and get out of here now!" Weiss spun on her heel… but it was too late. At the front of the house she heard rapid footsteps running up the porch before the door slammed shut.

"We're surrounded!" Sun called out frantically from the front of the house as he locked the door. Dropping the picture frame back on the desk Thistle and Weiss ran towards the living room, Weiss' rapier drawn and Thistle's knives hanging on short chains from her wrist mounts. They were met in the kitchen by Sun and Neo, the former looking like he had seen a ghost while Neo simply kept looking behind to the door before nervously turning her head to the window above the sink.

"What's out there, how many, are there any openings to run, did they see you?!" Weiss followed Neo's gaze to the window, stepping back slightly so she was out of sight while creeped up to the sink to get a better look.

"Um, bad things, a lot, no and yes!" Sun pulled his staff from his back as turned to face the front door, taking a fighting stance in the likelihood that anything tried to come through.

"Great, that's super helpful!" Their leader growled in annoyance as she gingerly peered out the window while Sun just shrugged, Neo however, gave a silent giggle as she looked up at the monkey faunus, finding the whole things amusing and easing her nerves.

"This is bad…" Weiss murmured as she looked out the small window. Lurking in the treeline surrounding the hill were more Grimm Zombies that she could count, their glowing yellow eyes staring unblinking at the house they were hold up in… but that wasn't the only thing out there.

A large, very distinctive Grimm Zombie stalked the perimeter. It's entire body was an unnatural black like all other Grimm, it's body was long like a snake but with legs that looked a lot like human arms in shape jutting out from below it, keepings it long, slender body up. Along to top of its tail were more arms with sharp, hooked claws with white, bone like spikes along its length down the middle. Its torso was upright with four slender arms, its ribcage protected by a thick layer of Grimm armor. Its face was elongated like a lizard with a mouth of razor sharp teeth.

"It knows we're here… why isn't it coming to get us?" With a soft sigh Weiss pulled away from the window, knowing sooner or later, things were about to get violent.

"Okay, so what do we do? I mean, we could go out the back, maybe there's less there?" Thistle stepped out of sight of the window, gritting her teeth. A battle was something she would prefer to avoid, she was tired and weary from the night before. _I maybe have two or three good explosions left in me before my aura runs out, and that's assuming I don't take any hits in between. We're all exhausted, Weiss is the only one who got any sleep. This is going to be one hell of a fight._

"No, Neo and I were at the back when we saw them, it's no better over there. It's a miracle that big one didn't attack us when we ran in here." Sun was feeling the tension as much as everyone else, and he knew the Grimm could feel it too. It was only a matter of time before they attacked.

"Then we'll need to fight." Weiss declared, spinning her revolver above the hilt of her sword. _Okay, I'm very low on Dust, but I think I can get us out of this._

"I was afraid you'd say that…" Sun smirked, glancing at Neo by his side. The quiet woman with the parasol seemed to be gleefully eager to fight as she drew her blake from her umbrella but Sun could see it… the subtle shaking in her hands.

"Everyone move to the door, slowly." The former heiress took the lead, her sword pointed in front of her and her dust round loaded, though she prayed she wouldn't have to use any before they were in position. Her team followed, Sun and Neo in the middle and Thistle taking up the rear until they came to a stop at the front door.

"Okay, when we get out there I'm going to need you all to hold them off as best you can for about ten seconds. Sun, what's your ammo count?" She hated this plan, it put them all in a lot of danger, but she had to assume the worst, that they were truly surrounded with no other way out.

"Six shots left. That might be enough to keep the little ones off your back but that big one, we're not going to be able to slow it down while fighting off the others." They had a few run ins with Grimm Zombies that used to be Huntsman and the one thing they all had in common was that they were extremely powerful.

"We'll just have to try, I don't see us getting out another way." Weiss gritted her teeth, this was the worst possible timing for an attack like this. They barely got away last night and now they had to deal with that thing. _We're meeting Ruby in a week, I'm not going to be the only leader that doesn't show up! I'm getting us out of this!_

"I can buy you the time you need." Thistle's soft purple eyes were steady and burning with conviction as she took a step back into the house away from the door. "Once you're out the door, I'll give you five seconds to get to cover, after that, you should have the time you need."

"Thistle, you can't be serious, we can't just leave you behind!" She stomped her foot down, her eyes pleading with her new partner while her mind frantically searched for a better option.

"Sorry Snowflake, this time I'm not asking for your permission. I'll be fine, just make sure you get me after you do what you need to do. You're not the only one who cares about this team… I'm doing this." With a huff of finality Thistle walked into the center of the house, the kitchen, standing there with her back to her team and her knives resting on the floor on their chains.

"Thistle…" Every instinct she had told her this was wrong, it felt wrong, leaving one teammate behind like this… but her better judgement knew there was no better way. With a soft, solemn breath she looked up to her partner. "Don't die okay?"

"I know you won't let that happen. Now get out of here, you'll want to be at the bottom of the hill before this goes down." With a long, deep breath the air around the small girl began to hiss and pop as her Semblance kicked up, Thistle pouring as much power as she could, pushing herself to the limits of what her unique ability was capable of.

"Alright…" Weiss dipped her head thankfully as she placed her hand on the door knob. Looking to her team she got two firm nods, they were as ready as they'd ever be. _Good luck, Thistle._

"Run now!" Weiss shouted as she swung open the door! In the next moment all three of them ran out. Immediately they could see the eyes of the lesser Grimm Zombies following them and from behind the house they could hear loud hissing that echoed through the trees before what sounded like a stampede shook the ground.

Tensing her body Weiss threw herself at Sun and Neo with her arms stretched out, throwing all three of them to the ground, tumbling down the hill to the hungry maws of the lesser Grimm zombies, but they had something much bigger to worry about. As they tumbled to a stop Weiss covered her ears with her teammates following her lead, ducking their heads they braced for what was coming…

 **Boooom!**

The ground and air quaked from the immense force of the explosion that sheared the soil from the earth and toppled the nearest trees. They could feel the deafening sound of the concussive wave through their bodies alongside the rumbling of the earth from the beneath them. This was Thistle's power, her Semblance; Shock Wave!

 _Get up, I have to do this quickly!_ Weiss shouted into her mind, forcing herself to stand as she held her sword in front of her, closing her eyes and focusing on her own Semblance as debris from what once was a house rained down around them.

"Come on, we've got to keep these things off her back!" Sun got to his feet, grabbing Neo under her arm, bringing her up with him as they stared down a large horde of Grimm Zombies approaching from the treeline no more than fifteen paces away.

Neo caught her breath as she held her open umbrella in one hand and her concealable blade in the other. She was covered in dirt, she was visibly exhausted and breathing heavy, but her brown and pink eyes were fiercely protective as she stood between Weiss and the blood thirsty horrors.

Sun unloaded his ammo as accurately as he could, swinging his nunchucks around him while firing off perfectly timed blasts, aiming as best he could for their heads… but he very rapidly found himself out of ammo and the horde was closing in!

Narrowing his eyes and gritting his teeth Sun transformed his weapon into its staff form, knocking back the encroaching Grimm Zombies but only dealing lethal damage to the ones that got the closest and fatigue was quickly slowing him down. 'How long has it been, is she done with whatever she's doing!? Damn it, I really hope we get out of this!'

"Gyaaaaa!" A Grimm Zombie jumped at him, it's mouth wide open and its arms spread out, ready to slash its short claws into his flesh. It was barely enough time but Sun knocked it away an instant before it would have landed on him, for a briefest of moments he felt relief… until a second one immediately behind the first jumped at him, leaving him no time to counter!

In the span of a single heartbeat he felt a lot of things; fear, adrenaline, anger, regret and disappointment as he relaxed his body, knowing there was no time for him to fight or evade. Then, he felt a weight on his shoulder and for a moment, Sun thought that it had got him but when he opened his eyes… all he saw was a blur of pink and white, before a boot slammed down on top of the Grimm Zombie's head.

Neo flipped over Sun, kicking down with her full force, her umbrella folded over her shoulder before she spun around to face Sun with a smug grin on her lips. In a blur her parasol opened, hitting the gaping maw of another Zombie while she drew her knife from the handle of the umbrella. A blade extended from atop her parasol and with a graceful twirl Neo cut its head clean in half!

Sun grinned as he jumped into the fray! As Neo effortlessly weaved in between the comparatively sluggish attacks of the Grimm before staggering them with a dazzling flurry of kicks while defending herself with the perfect timing of her opening and closing her weapon, Sun had her back, feeling energized and confident as his strikes grew more powerful, knocking them away! Sun and Neo stood back to back, having successfully gotten the attention of the horde focused on them instead of their leader!

"Okay, not gonna lie, that was pretty badass." Sun have a huff of laughter between heavy, exhausted breaths, behind him Neo was panting, slashing and blocking as fast as she could. They were vastly outnumbered and were quickly finding themselves overwhelmed. _What do we do now!?_

"Get back now!" Weiss screamed as a large shadow loomed over them.

"About time, come on Neo!" Sun smirked and before Neo could figure out exactly what was happening she felt something strong wrap around her waist as Sun's tail gripped her tight. In the next instant Sun pulled Neo along with him into a handstand a moment before a powerful impact slammed into the ground, nearly throwing them off balance but decimating the horde on one side!

Weiss stood over them, her feet resting on the large hand of a giant suit of armor glowing blue and white as its pulled its sword up from the ground, ready for another swing! Neo gave a wide grin as she looked up at her leader while she slashed at the Zombies coming after her and Sun while they were still upside down.

"I'm going to get Thistle, I'll leave this with you! Hurry back up here as soon as you can!" With that, Weiss turned her sights to the top of the hill. It was like a very large bomb went off, there was almost nothing left of the house, even the foundation had been ripped up by the highly brisant explosion Thistle had produced. Laying seemingly unconscious in the middle of the smoking crater was a small girl with red hair, her chains beside her limp body.

A glyph ignited under her feet as she tensed her body. With a single thought the glyph launched her forward like a slingshot, throwing her down towards her teammate at extreme speed! The former heiress slowed her descent, crashing through three well placed glyphs to rob her of her momentum, but still, it wasn't enough as she slammed painfully into the crater beside thistle. _Ouch…_

"Thistle, Thistle wake up, we have to move, now!" Weiss shook her unconscious teammate, fearing the worst as she heard a chillingly familiar hissing fill the air. To her horror, Thistle's explosion didn't kill the big one, but it bought them the time they needed. 'Now I just need to get us out of here!'

""T-that hurt…" Thistle coughed as she struggled to all fours, huffing for breath. _Okay, that took more than I thought. One more explosion would be really pushing it, I can't believe that didn't kill that thing!_

"You can complain later, we need to move now!" Weiss put her head under Thistle's arm while wrapping her own around her back, pulling her to her feet. With a flourish of her rapier Weiss shot up a massive wall of spiked ice up the crater between them and the Huntsman Grimm, praying it would buy them the time they needed to escape.

"You give one hell of a pep talk Snowflake." Thistle laughed weakly as Weiss turned her around and as her strength and consciousness came back to her, she was able to pull her own weight up the side of the crater, even helping Weiss keep her footing as they climbed out. Behind them, the ice wall was quickly failing, being hammered with extreme force as the giant Grimm Zombie's head peered over it, staring down at them with its glowing yellow eyes.

"Don't worry, you did good now let us take care of the rest." Weiss carefully let eased herself off of her teammate, making sure she could stand on her own as she faced the monster before them.

"I've got one more explosion left in me and then my aura is finished. I won't stop fighting until there's nothing I can do. I'm your partner, I've got your back." Thistle was covered in scrapes and bruises and her whole body was shaking from the strain her last explosion had put on her, but she stared forward, her knives in her hands, ready to strike without hesitation at the imposing beast.

"Hey, we're here too ya know!" Sun ran up to them, panting for breath and soaked in sweat while Neo stood behind him, poised and ready. The team of four; Weiss, Thistle, Sun and Neo stared defiantly at the giant Grimm while Weiss' summons climbed the hill behind them as large as the monster they were about to fight. Their weapons were drawn and ready, but they were on their last legs. Weiss spun her revolver once more, loading in the last dust cartridge she had while Thistle let her knives fall, extending the chains until her curved blades hung down to her knees. Sun reared his staff low behind him, taking steadying breaths while Neo held her umbrella over her shoulder with one hand and her blade in the other.

"Graaaaw!" The Grimm roared before smashing its entire body through the ice wall, blowing it into frozen shards as it climbed into the crater, still standing taller than the Huntresses as its maw opened wide, razor sharp teeth threatening to rip them apart as it crawled closer, two of its arms spread wide while its other two were reared back.

"Thistle… you said you had one more explosion left?" Weiss steeled herself, her gaze fixed on the monster as she walked towards it, separating from her team.

"Wait, you're not thinking about doing the Thistle Missile are you?!" Sun gaped, looking at the state the smaller girl was in, he could tell her aura was all be depleted and they had never used that maneuver in combat before.

"You three get it ready while I keep this thing busy!" Gritting her teeth Weiss came to a stop before the beast, her sword pointed out. Behind her the footsteps of her giant summons approached, ready to do her bidding. _All I have to do is hold it off, it's the only thing we have that can hit it hard enough to end this. Prolonging this battle will only get us all killed._

"But-"

 _ **Whooosh!**_

Sun was cut off as a powerful gust of wind lashed out from Weiss' sword at the Grimm, knocking it back and giving her walking armor time to step over her teammate's standing above its master with its massive sword held in both hands. The giant Grimm growled as it reared up, standing as taller than her summons with about a dozen arms facing out while it put all its weight the lower quarter of its tail, the arm like legs supporting its sizable weight.

"Sun, don't argue, she's right, this is our only play." Thistle stared stoically at the battle of giants about to take place. "I can do this."

Neo smiled proudly at the girl, she had admired Thistle's attitude since she and her friends had found her in the ghettos of Vale. Neo had all but given up hope after what happened, but then they found her and now, this was her team. Her eyes burned with conviction as she closed her umbrella over her shoulder and sheathed her blade, looking expectantly at Sun.

"Alright alright, fine, but I'm not loving this plan!" Shaking his head he put aside his reservations and put his fists together, leaning his staff against his shoulder as he focused his Semblance. A moment later and four aetherial incarnations of himself, glowing and translucent yellow appeared before him.

"We're only going to get one shot at this so don't miss." Sun was struggling, four was pushing it and he was still drained from the night before.

"Just make sure you catch Neo." Thistle walked over to two of his duplicates, their hands were interlocked as they hunched over. Taking a deep breath, Thistle stepped onto their hands and crouched down. Beside her, Neo effortlessly backflipped onto the interlocked hands of the other two Suns, her trademark smug grin still on her face.

 _ **Whooosh!**_

At once Neo and Thistle were sent flying high up into the air! Wind rushed around them as they quickly shot upwards. Below them they could see Weiss struggling against the monster, her Giant armor barely holding its own as the Grimm attacked it, but still, she did everything she could to keep it in place, stalling it with her glyphs. Then, Thistle stopped accelerating upwards and she began to feel the tug of gravity pulling her back down.

"Neo, now!" Thistle shouted as loud as she could, gritting her teeth as she reorientated her body, her feet behind her and her head aimed at the battle below. Neo unfurled her umbrella and braced herself as Thistle crouched down against it and then…

A powerful concussive pressure wave shot out from Thistle's feet, the force of the blast sent the small girl exploding forward at blistering speed while the recoil blew away Neo's remaining aura, even with her parasol taking most of the direct damage before she was sent flying back, barely conscious.

"Gotcha!" Sun had thrown himself behind Neo with his Semblance. The small woman slammed into his body with enough force to knock the wind from his lungs, but he still caught, holding her tight in his arms as they fell towards the ground, bracing themselves for Thistle's attack!

 **Boooom!**

The rush of air from the devastating explosion threw Sun and Neo through a thick tree and blew away Weiss giant, it taking the brunt of the nearly point blank shockwave to protect its master. A shrill, drying scream could barely be heard over the deafening, echoing thunder of Thistle's attack as dirt and powderized rock exploded from the now much deeper and wider crater. It was like a meteor shot from the heavens to destroy the monster… and destroyed it was.

Weiss staggered up, her ears ringing and her aura gone. Coughing up the dust she inhaled she sheathed her sword and walked to the edge of the crater. The Grimm was gone, at in the middle of the crater, Thistle again lay face down in the scorched dirt, her clothes tattered and her body even more banged up than before.

Carefully the leader slid down the side of the shallow hole, her clothes getting covered in dirt but her only focus was on her teammates. Weiss tumbled down, tripping over herself as she fell down beside the unconscious girl.

"Thistle… you did. It's gone now." Her tone was gentle and soft as she sat on her folded legs, her cool blue eyes glistening as she carefully rolled Thistle over, taking the smaller girl into her arms. Thistle looked so peaceful, her eyes closed and her expression tranquil, her braid had come undone in the explosion, leaving her beautiful, short red hair hanging down to her shoulders, loose strands rested over her face. She was beaten and bleeding, but as Weiss looked down at her, all she could think of was just how beautiful Thistle looked.

"Come on… we won… you- you can wake up now. Please… wake up." Weiss shook Thistle's limp body, her voice strained by her tight throat as she barely held back her cries. Tears dripped down from her cheeks onto Thistle's dust covered skin.

"No… no! You can't die Thistle! You can't die too! I'm not losing anyone else!" She shook her more frantically, her own body shaking as horror and grief strangled her heart. _You can't just leave, I- I wanted to get to know you more, there's so many things I wanted to share with you, things I wanted to hear from you. I- I wanted-_

"I'm * _Caugh!_ * n-not dead yet Snowflake… you can stop shaking me now." Thistle groaned sounding far beyond exhausted… but she was alive.

"You're alive!" Weiss smiled brightly, relief making her whole body feel lighter as she hugged Thistle close to her chest and stood up, blinking the tears from her eyes.

"And so are we, if you were wondering." Sun chuckled as he and Neo limped to the edge of the crater, smiling down at them, supporting each other in their weakened state.

"We all made it…" Weiss breathed a deep sigh of relief as she carried Thistle up the crater she created, joining her team up top. They were weak, beaten up, tired and injured… but they were all alive.

"I guess we should keep moving and find a place to rest." Weiss smiled as Sun and Neo both grabbed one of her arms and helped her up.

"Yeah, I think that map said there's some mountains ahead of us, maybe there's a cave we could seep in." Sun just hoped they wouldn't be sharing wherever they slept with something that wanted to kill them.

"That sounds good, judging by the terrain we shouldn't be too far." Weiss nodded in agreement.

"Snowflake, I think I'm just gonna go ahead and nap now." Thistle mumbled sleepily, Neo and Sun could barely hear her but Weiss simply smiled lovingly, cradling her partner in her arms as she very promptly passed out.

"You just sleep, I've got you." Weiss felt a deep warmth in her heart as she felt the small girl's steady breathing, the gentle rise and fall of her chest against her own. _You've earned it._

"We've had a hell of a day but Thistle really came through for us. Want me to carry her? You need some rest too." Sun stepped beside her, holding his arms out to accept his unconscious teammate.

"No, I want to carry her. Thanks to her I got enough sleep, now its my turn. I don't mind this at all." She closed her eyes and focused on the warmth, the life she held in her arms, and all she wanted to do was protect it.

"I get it." Sun smiled knowingly, watching Weiss stare down at her with a look he could only describe as deeply caring and affectionate. Then… he felt a tug at his sleeve, looking down beside him he saw Neo smirking playfully at him, her head tilted slightly.

"Um… want me to carry you?" He hazarded a guess and before he knew it he felt her grab his shoulder before throwing herself up at him and then letting herself fall without the slightest hesitation… right into Sun's arms.

"I guess that's a yes." Weiss giggled as Neo made herself comfortable, resting her umbrella over her before pressing her head against Sun's chest and falling promptly asleep. She and Thistle had taken the biggest beating, it was no surprise they needed to rest.

"Are you really okay with carrying her?" Weiss smiled as at him, already knowing his answer just by the look on his face as he looked down at her.

"Yeah, she's not heavy and she saved my life. I don't mind this." She was light and warm and the trust she put in him made him happier than he thought it would. They had only been teammates for a couple months, but they had forged a strong bond since the end of the world.

"Well, let's get moving, we've got a long walk ahead of us." With that, Weiss and Sun walked east, going towards the place where they would meet up with their friends again, but for now, they held their partners close as they slept peacefully in their arms.

However… high up in a tree branch, they were being watched. A young woman about their age dressed in khaki shorts and a gray tank-top. Her long light brown hair flowed in the breeze and the girl's hazel eyes burned with a silver light. Her tan skin patched with unnatural darkness with Grimm armor spikes growing from the blackness as she swung her legs back and forth, smiling with a bright, amused grin.

"They survived, good, good. They're stronger than we thought, master Bianca will be happy to hear this. These four will lead us right to the Silver Eyed Grimm. Heh-heh-heh-heh! We're coming for you, Child of Summer."


	7. The Return: Part 1

A frantic knocking came from the front door. A desperate banging that spiked Jaune's already growing fear. Looking to his teammate's he turned back to the door and walked forward, steeling himself before twisting the doorknob. As though his teammate's read his mind they stepped in front of Calder's lifeless body, hiding it from view as best they could.

"Where's Mayor Calder?!" The woman who had greeted them when they first came to town was in tears as she looked desperately from them to her house behind her.

"What's happening?" Jaune didn't want to believe it was true, he didn't want to think of the worst possible scenario, but as he looked into the woman's hazel eyes and saw her fear… it was hard not to.

"My son, my son has a terribly high fever, it just came on over night! He needs help now!" The woman pleaded, crying as her thoughts turned to her son.

Jaune's worry turned to cold, unbridled terror as he slowly turned around to his team, Pyrrha and Neptune looking just as horrified as him, their faces pale as they realized the truth.

 _We're still carrying the virus…_ Jaune's mouth went dry and his heart began to race as visions of the outbreak in Vale played through his mind with chilling detail. He turned back to the understandably panic stricken mother, his heart aching for her but his mind reaching for whatever he could say that wouldn't make things worse.

"C-Calder went out… fishing I think. We have medicine, go be with your son and don't stop to talk to anyone else, we'll be there soon." He had to fight with every ounce of his willpower to just remain coherent, he couldn't even tell whether his lie was believable or not, but the woman before him seemed too distressed to give him a second thought.

"Are you sure you can help my boy!? Please, he's the most precious thing in the world to me, I'm begging you, please help him!" She grabbed Jaune by his arms, shaking him desperately, pleading with him to save her child's life… and he knew that there was no saving them now. Still, for the lives of everyone else in the town, there was only one thing he could do; he had to lie.

"We can help, but you need to be with him right now, we'll get what we need and be over there in a few minutes, don't worry… everything is going to be okay." His deep blue eyes we soft and steady, exuding calm to try and ease the woman's heart.

"Thank you, thank you! I'm sorry for the way I treated you when you first came here, if you can save my son I'll be in your debt! Bless your hearts!" The woman dried her tears before turning away and walking back to her home. Outside, Jaune could see curious villagers leaving their homes to see what the commotion was about. _We have to move fast and quarantine them, it's the only chance we have to save everyone else._

"Pyrrha, go wake Velvet, Neptune, you go outside and keep everyone away from their house until we get there." His voice was dark and ominous as he gripped the hilt of his sword, his jaw clenched and his heart strangled with guilt and fear.

"Okay, I'll meet you there…" Neptune instinctively reached for his gun before his hand froze, hovering inches from the grip as he stared solemnly at his leader. "Do you really think we brought the virus here? I mean, if we did, what can we do? I get what could happen but… I don't like what I think we're going to have to do."

"You don't mean…" Pyrrha's emerald eyes shimmered with tears as she looked to her partner at the door before slowly turning her attention to the dead man behind her. It was a tough decision, but there was a cold math to it, either let everyone die… or seclude a few and kill them before they turn. "I'll go and wake Velvet."

Pyrrha dipped her head, knowing that Jaune didn't like this any more than they did, but he was doing the right thing. This village had at least fifty people, but their team had only made contact with three of them, if they could sequester the mother and son, the could save the lives of everyone else.

"This is really happening... damn it. Fine, I'm going. No one else is getting close the that house." Neptune hated it, he hated having to draw his weapon knowing that he would have to threaten people with it. He was trained to fight Grimm and protect humans, but ever since the outbreak, the line between them wasn't as simple as it used to be. With a cold look in his dark blue eyes he pushed past Jaune and started walking to the house with a heart as heavy as lead.

"What's going on?" Velvet walked into the room with Pyrrha by her side, her tone deep with worry. With her heightened faunus hearing she could immediately tell the man who was kind enough to provide them a bed for the night had passed away and it didn't take long from there for her to catch on to the uncomfortable truth.

"We're still carrying the virus and two people are already infected. Neptune is keeping them in their house and keeping anyone but us away from it. I'm going to go deal with them…" Just saying those words lift a bad taste in his mouth but even so, he continued, jerking his head for his team to follow him as they walked outside.

"Pyrrha, Velvet, you two get everyone out of their houses and on the far side of town away from the house we went to when we first came here, I don't care how you do it, just make sure you get everyone. Then activate as many auras as you can, that should protect them before it spreads." As he walked slowly across the town with his team at his back, he unsheathed his sword. "Saving their lives comes first, if they resist, force them out of their homes… do whatever you have to do."

"We understand." Pyrrha nodded softly, putting her hand on Velvet's shoulder. Jaune had changed, ever since the outbreak in Vale, Jaune had changed. Pyrrha wasn't sure if it was a change for the better, but she couldn't blame him and now, as they faced blood of scores of people being on their hands if they didn't act, she couldn't argue with him either. With one last long look at her leader, Pyrrha and Velvet separated, drawing their weapons as they went to different houses to move the occupants.

 _If this works, we might be able to save a lot more lives. If we can activate their auras before they change, it might just stop it in its tracks. It's their only hope._ Jaune marched up the the house where Neptune stood guard, his gun drawn and his finger resting tentatively on the trigger.

"Been out here for all of a minute and I'm already getting a lot of nervous looks. I gotta say Jaune, I really, really don't like this." Neptune's head turned back and forth, his gaze meeting those of the concerned citizens what a short distance away, Pyrrha and Velvet moved people out of their homes, keeping the plague a secret so as not to cause a panic, though being forced into one side of town by two armed women wasn't exactly helping the mood around the town. Jaune knew it was only a matter of time before the Grimm invaded, the natural barriers surrounding the town wouldn't be able to hold them off forever.

"I don't like this either but it's the only way to-"

"Aaaaah!" A blood chilling, shrill scream erupted from within the house. Jaune and Neptune exchanged horrified looks, knowing full well what was transpiring within.

A moment later the scream was followed by a frantic banging before a window on the side of the house facing the center of the town exploded, shards of shattered glass scattered as the woman and a small Grimm Zombie came tumbling out onto the ground. It was a grotesque thing, covered in an unnatural black pelt with a bone like mask over the top of its face with distinctly Grimm red markings. It's small hands ended with long, hook shaped claws and its mouth gaped with sharp fangs and growled at the woman beneath it.

"Get away from her!" Jaune ran as fast as he could before kicking the small Grimm in the head with all his might, sending it skidding along the dirt. Unfortunately, the people Pyrrha and Velvet had gathered were all outside now… and they were seeing everything.

"Don't hurt him!" The woman staggered up, her arms covered in scratches as blood dripped down from her wounds. She planted herself firmly between the Huntsmen and the reeling monstrosity, her arms spread out defensively and her eyes burning with protective love. "That's my son! I won't let you hurt- Gah!"

"No!" Jaune cried out… but it was too late. The little Grimm had jumped onto her back and bit into the side of her head, its long fangs piercing her bone like it was nothing while its hooked claws dug deep into her flesh.

"P-please… don't hurt him… he's just… a boy. Don't hurt my s-"

 _ **Whoosh!**_

Before Jaune or Neptune knew what happened, the stared at the woman before them as blood poured from hole in her chest. She trembled as her breathing grew shallow and weak as she shakily raised her hand to the two boys in front of her, blood dripping from her mouth as the spark of life faded quickly from her eyes.

"Y-you said… you could save him." Those were her last words. The two Huntsmen watch in helpless, confused horror as the small hole in her chest began to smoke before bursting into a raging inferno of black fire that consumed the woman and the creature latched onto her back. They could hear its dying cries as it was burned alive, leaving nothing but a pile of smoldering ashes and scorched earth in her wake… and a single black arrow pierced into the wood of the house behind where she stood.

"What the hell was that…" Neptune whispered in mortified shock as he lowered his gun. The nauseating smell of burnt flesh hung in the air and behind them they could hear the cries and screams of the townspeople. Things were about to get very out of hand.

"It doesn't matter, we need to help Pyrrha and Velvet unlock as many auras as we can before they attract the Grimm!" Jaune took a lingering look at the black arrow and then to the pile of ash that was once a human… _We can at least stop any more needless deaths._

However, the moment Jaune turned to face Pyrrha… his worst fear came true. Massive black tentacles with glowing red markings erupted from the ground all around the village, rising up in the air as cold water gushed from around the base of the writhing appendages. They were trapped, completely cut off by the Grimm that was easily larger than the land the town sat upon. There was no way they could fight such a creature. Jaune could barely hear the panicked screams over his own pounding heart.

 _ **Whooosh!**_

Another arrow cut through the air at inhuman speeds, the sheer power of its flight nearly knocking Jaune down before it slammed into the ground like a meteor, plowing a crater into the soft, boggy earth while the ground quaked from the impact! Then, he watched as the arrow seemed to melt, dripping black ooze as it filled the indent with an inky, malevolent darkness.

Jaune stared in terror as beady yellow eyes glowed from the small pool. From out of the darkness small Grimm crawled, their bodies like those of large rats with bone like masks and glowing red markings swarmed out by the hundreds from the small pool, blanketing the ground in with their bodies as they scurried around, more and more being birthed from the dark puddle until there were far too many to count.

Fruitlessly, Jaune slashed at the ground and beside him Neptune transformed his gun into its Trident mode, stabbing it into the wet earth, delivering a shock to the nearby Grimm rodents, but their efforts did nothing to stem the sheer numbers as they grew more and more… and then, they all at once stopped, and turned their heads towards Pyrrha, Velvet and the villagers.

"No!" Jaune screamed desperately, his throat stinging from the force of his cry, but it was too late.

As though commanded by some higher power the Grimm rats at once changed course, all stampeding towards the other side of town, ravenously glaring at the villagers as they rushed them like a tidal wave of hungry bodies with razor sharp teeth while the writhing tentacles grew sharp spikes facing inward, blocking them in, leaving no escape as the rats blitzed them.

Pushing her Semblance as hard as she could Pyrrha ripped ripped the nails from the nearby homes, ripping them apart and sending them toppling down while she shot the metal shrapnel towards the rats. By her side Velvet produced a solid-light version of Coco's gatling gun, firing it off, sweeping it back and forth, blowing the rats to pieces!

It wasn't enough… the rats broke through, swarming from the front and sides, spilling over obstacles and crawling over the evaporating bodies of their kin. Jaune swiped his sword back and forth, cutting through them as fast as he could as he trudged through the rats towards his friends with Neptune close behind.

The village filled with the dying, agonized screams of the townspeople as the rats lunged at them. Pyrrha and Velvet watched helplessly and the rats gorged themselves on the villagers, their small claws and sharp teeth digging into their flesh and eating holes in them, going for the most vulnerable arteries or tearing apart their ankles, bringing them to the ground where the rats made short work of them. It was a bloodbath, crimson mixed with the cold water that covered the surface of the town, the air filled with the scent of blood and seawater. In only a few minutes, the last screams died out… and the village fell into chilling silence. The villagers, every last one of them… were dead.

"No… no…" Jaune's sword fell from his hand, landing in the ground blade first as he stared at the massacre before them. Velvet was hyperventilating, the smell of blood that permeated the air turning her stomach while Pyrrha just stared in cold, shocked silence. The rats too stopped moving, and the tentacles retreated back to the depths of wherever they had come from, letting the bloody water drain out into the swamp land.

Then, at once, all the Grimm rats turned to face the pool where they had spawned from and as suddenly as they appeared, they flowed back towards it like the blackest of smoke, growing denser and denser until every single rat and the drink fluid they came from, was sucked back into a single black arrow, leaving the blood drained bodies in plain view.

"H-how could this happen… who would do something like this… all those people… all those people…" Jaune's fists balled at his side, his eyes were clouded with tears as his jaw clenched tight. _I couldn't do anything… I couldn't save any of them. Damn it!_

"Jaune… I think I know who did this." Neptune put his hand and Jaune's shoulder, his eyes focused on a figure standing up in a tree.

As all eyes turned the figure, they couldn't believe what they were seeing. It was a woman wielding a bladed longbow, she had dragon like wings and a long, reptilian tail with spikes along its length in two strips ending in an arrow like point. Atop her head were two curved horns with two more jutting up from her forehead. She wore a long white cloak with a white hood, holes cut on top of it for her horns and her eyes burned with a flickering silver light.

"R- Ruby?" Jaune uttered in disbelief as he stared up at the woman. "Ruby is that you?!"

The cloaked woman just stared at him for a long moment as his friends joined him, leaving the pile of bodies behind as they all stared up at her. The woman's wings spread wide, their span far longer than her body while her tail uncoiled from around the thick branched atop which she stood. After what seemed like a moment of hesitation, she holstered her bow at her back and with a flap of her mighty wings, her feet lifted from the branch before she easily flew down to the ground, easing herself to a gentle landing with a few flaps of her wings.

"W-who are you!?" Jaune growled, pulling his sword from the ground, pointing it at the strange woman while his team followed his lead, all aiming their weapons at her, ready to fight… but the woman didn't draw her bow, instead, she calmly walked towards them, her tail curled up in front of her and her wings partially folded.

"You said Ruby. Did you mean Ruby Rose?" The woman asked, her voice gentle and genuinely surprised. You would have never guessed that she had just massacred over fifty people.

"How do you know Ruby!? Why did you kill those people!? Who the hell are you?!" Jaune barked, raising his sword up a little higher, pointing it at her neck only inches away.

"How do I know her?" The woman's voice became more stern as she reached up to her head, undoing two buttons that allowed her hood to stay up without her horns getting in the way before she pulled back her white hood. She was a beautiful young woman with pale skin and silver eyes, her short hair was black with red tips and her face was covered in red, Grimm markings.

"Because I'm Summer Rose, Ruby's mother."


	8. The Return: Part 2

"W-what did you say?" Jaune jaw gaped as he stared at the woman completely dumbstruck. Around him, his team was equally stunned, Velvet still seemed to be reeling from being the closest one to the massacre that just took place, helplessly watching the army of Grimm Rats kill fifty people in a span of less than a minute.

"I said, I'm Ruby Rose' mother." Summer reaffirmed, looking a little annoyed at having to repeat herself. Even so, she cooled the fire like silver glow that flickered from her eyes and folded up her wings at her back. "Now you tell me how you know my daughter. Are you with Crowley?"

"Who? No, we're friends of hers from Beacon! That's not important!" Jaune growled, baring his teeth at the woman. "Why did you kill all of those people!?"

"I see… so my daughter did become a Huntress." A soft, wistful smile formed from her lips as she looked up into the blue sky. Then, with a shake of her head she brought herself back to the here and now. "As for why I killed them, I was doing them and you a favor. Their fates were sealed the moment you drew breath in this town. The weaponized virus is highly contagious, every single one of them was already infected. All you were doing by activating their auras was creating more third wave Grimm Zombies, you know, the dangerous ones."

"Third wave?" Jaune tilted his head.

"D-did you say weaponized?" Pyrrha uttered in horror, feeling like a massive piece of the puzzle had just been dropped on them.

"Surely you didn't think that this disaster was a natural occurrence did you?" Summer shook her head, folding her arms over her chest. "I guess you have a lot of questions. I can give you answers, since you're friends with my daughter but I'm going to need something in return first."

"And what would that be?" Pyrrha did nothing to hide the suspicion in her voice. Ruby rarely talked about her mother, but she knew a few things from the years they had known each other, she was supposedly dead for one, she was also very powerful, and only once did Ruby ever show her the picture, the only photograph she had of her mother. The woman more or less looked like her… but obviously a lot had changed.

"There's a lot of negativity in this town, from you four, from the villagers before they died. It's making me hungry so I have to ask… can I have some of your blood?" She smiled bashfully, rocking back and forth on her heels.

"Wait, did you just say you wanted blood? Like… our blood?" Neptune's brows were raised high with disbelief as he glanced over to his uncomfortable team.

"I'm a Grimm, we feed off of human flesh because of a powerful, instinctual hunger to cause suffering. It has to be fresh, blood takes the edge off of the hunger enough to keep me lucid. Look, I'm offering you a wealth of information and all I'm asking for in return is simply a meal. I promise I won't drink too much. Come on, please?" She looked at them with her big silver puppy dog eyes that so reminded them of the fearsome but adorable leader of Team RWBY.

"W-well…" Jaune awkwardly rubbed the back of his head as he turned to Pyrrha. "I mean, we're meeting up with Ruby and Weiss' group in a week, if we have information to bring them, maybe we could come up with a real plan."

"That's a good point." Pyrrha nodded in agreement. "It doesn't seem like anyone knew what was going on and as far as we know, there's no infrastructure or government left who can deal with this. It's just us, and we need to know as much as possible about the threats we face."

"It doesn't sound like a bad deal to me…" Velvet chimed in, seemingly recovering from the traumatizing experience. Despite her looks, she was indeed a battle hardened warrior.

"Then I guess that's it then." Jaune nodded at Velvet, giving her a worried look, but the faunus smiled back and returned the nod, letting him know that she really was okay. "It's a deal."

"Yay! Thanks bunches! Now let's see… I want," Summer smiled hungrily as she looked at the group of young survivors before her, licking her lips partially just to make them uncomfortable and partially out of the imminent satisfaction of her hunger. "The redhead!"

"Me?!" Pyrrha gasped, finding it more than unnerving that the woman before her was looking at her like a tasty fruit at the supermarket.

"Yep! Come on, a deal's a deal. Like I said, I promise I won't take too much." Her long reptilian Grimm tail impatiently swayed from side to side and her wings flexed slightly in and out as her hunger grew.

"No, take my blood instead. I'm the leader here, no one else should do this." Jaune narrowed his eyes, stepping defiantly between Summer and Pyrrha.

"It's okay Jaune." Pyrrha placed her hand on his shoulder and stepped forward. "A deal is a deal. I don't mind. We need to know what's happening, our friends' lives depend on it."

"Don't worry, I'm not going to hurt her. I just need enough to curb my hunger, then I'll tell you what you need to know. Though, I'll warn you before we start this, none of it is good news." Summer's tone grew ominous as she walked up to Pyrrha. "I've lost a lot of my life and my humanity to this, I'm telling you because you need to pass it along to Ruby and you need to make sure she stays as far away from this as she can. Extremely dark and dangerous elements will be targeting her. Once I tell you, I want you to keep her safe."

"Ruby is our friend and we care deeply about her, we won't let anything happen to her." Pyrrha's emerald eyes were hard with conviction and strength. She had lost too much already, there was no way she was losing Ruby too. "So, do you just bite me or…."

"I don't think you want me to bite you, not unless you want to become my vassal. No, just cut your wrist and I'll drink from that. Though we should sit down for this, it's easier to drink that way." Summer couldn't help but giggle at the looks on their faces.

"Um, what's a vassal?" Jaune asked tepidly as Pyrrha sat down, crossing her legs as she put the blade of her spear to her wrist.

"Okay, sure, I guess we'll start with Silver Eyed Grimm 101." Summer shrugged as she lay her head down in Pyrrha's lap, eliciting a deeply uncomfortable blush from the Huntress, much to Summer's amusement.

Taking a deep, steadying breath, Pyrrha ran the edge of her blade against the soft skin of her wrist, suppressing her aura to let the blade cut deep enough into her body to draw forth a steady stream of crimson. As her blood rolled down the length of her arm towards her elbow she felt Summer's cool, soft tongue lick her as the vital fluid trickled into her mouth, drawing out a hum of satisfaction as she lapped up the young woman's blood.

"So, a vassal is what happens when a Silver Eyed Grimm bites a human or faunus. Our bites can still turn people, but unlike with the Grimm Zombies, when we bite someone, they retain their humanity, becoming part Grimm. However, they are weaker than their creators and they lack many of our powers. They don't get a Grimm Affinity, their bites will turn others into mindless Grimm Zombies and they are permanently bonded to the Silver Eyed Grimm that turned them. Essentially they become a servant who protects their creator." Summer's wet tongue licked up the length of Pyrrha's arm, looking immensely content as she lapped up every last drop, smiling as she happily drank from the young woman's body.

"Um, is it weird that I find this kinda hot?" Neptune whispered into Jaune's ear.

"Yes, it's very weird!" Jaune barked back in a hushed tone, barely knowing how to respond to that.

"So… this is what Ruby's become then?" Velvet stared almost entranced at the spectacle before her, blood flowing, staining Summer's pink tongue red while her tail writhed happily beneath her and Pyrrha looked… calm, almost like she was enjoying it, the nervous look she wore was gone, now she just smiled down at the woman who fed from her. However, the blissful look that Summer had immediately dissolved as her cold silver eyes glared into the faunus with a range of emotions too complex for her to decipher in the moment.

"Did you just say…" She trailed off, sitting as she licked the last drops of blood from Pyrrha's arm, leaving it clean before she let her aura heal her wound. "Did you just say that Ruby… is my daughter like this? A Silver Eyed Grimm?"

The group fell silent, their gaze fell to the ground in solemn memory, knowing now more than ever what had become of their dear friend. All except Velvet, who's eyes were fixed on the beautiful woman with the Grimm wings and tail. Her silver eyes burned into her with a question, pleading for an answer, and behind the cold of her stare, Velvet could see love and worry for a child she was clearly forced to leave behind.

"Y-yes… in one of our first communications with them after the fall of Vale, they told us that Ruby had been bitten but that she was still herself… mostly. We don't have many details but it seems that she's become part Grimm." She couldn't take her eyes off of Summer's, her heart ached for the mother as she learned what had become of her daughter. Clearly it was a fate she never wanted for Ruby.

"I see…" She whispered softly to the warm breeze as her gaze fell. "I was hoping she would be able to live the rest of her life as a human. It's a cursed life she has now… I wish I could have saved her from this."

"We're going to see her in one week. There's a castle to the north, safe from Grimm and away from the city. That's where we'll see her again. You should come with." Jaune sheathed his sword as he walked up to his friend's mother. "It would mean more to her than you know if she saw you again, and you can help her through this, she needs you now more than ever."

"If you will allow it, I will travel with you to the meeting place, you couldn't be safer with me on your side. However, I can't see her yet, there's something I must do before I can face my daughter again." She once again turned her gaze to the clear blue sky, her thoughts now consumed with fond memories of her daughter.

"Does it have anything to do with whoever weaponized the virus that started all of this?" Pyrrha stood up, her wound healed and her mind refocused.

"Right, I suppose a deal is a deal, and I owe you a story." She sighed, burying her emotions and steeling her heart.

"Grimm Zombies are nothing new. They're rare but they've existed for a very long time, as long as any other Grimm. However, until recently, their bites took days to turn someone and amputation within the first day or two was an effective treatment. However, many years ago, I was assigned a mission and I left my family for what should have only been a two week long excursion. I- I never came back." Her silver eyes dulled with pain and sadness as she thought back to that day.

"I was captured by a man with silver eyes like mine. His name was Alexandrite Crowley. He was abducting locals from nearby villages, trapping them in cages in his underground lab. He would feed them to the Grimm Zombies he had collected and studied how they would transform. Then, when I came to investigate, we clashed… and I was defeated. It wasn't long before I found myself locked in his dungeon. He was fascinated with my eyes. I thought I knew the significance of the Silver Eyed warriors… I was very, very wrong." Her voice trembled as she shuttered, but even so, she pressed on.

"He experimented on me, horrible things I would very much rather not say. Eventually, he decided to throw me to his Grimm Zombies and watch them bite me. After that… it was the most agonizing, painful day of my life. When a Silver Eyed turns, our new Grimm bodies reject our blood, our cells… even our aura. As the Grimm consumes us, we shed what we were, losing all of our blood violently and painfully. After that, we die. We no longer have a pulse, we don't need to breath, our bodies are cold and we have no aura. Even so, we have our memories, our personality, ourselves. He was so enthralled by my transformation, he let himself get bitten, we became the first two Silver Eyed Grimm in recorded history that day." Summer hugged herself, wrapping her arms around her for comfort, her tail curling around her and her wings fanning out, shielding her from the sides, all involuntarily.

"He used what he learned from me and his other experiments to create the virus that ended the world. I don't know what his plan is now, but I know he's accumulating power. There are at least six of us now, if we're including my daughter. Four of them are not good people and all of us are extremely powerful. Power beyond the grasp of even the mightiest Huntsman… and they wield it against mankind. I fear they have plans for Ruby, so I'm asking you to protect her, keep my daughter safe. I think you can do it, I feel that you have the power to help her. So please, don't let that vile man get his hands on her… I'm begging you." Her eyes glistened before shutting tight as tears rolled down her cheeks, her small body trembling as she held herself, the trauma of her past still painfully fresh in her mind.

"Ruby's our friend, we won't let some monster take her from us." Jaune's voice was strong and certain, her blue eyes burned with determination and rage.

"That's right, we wouldn't let anything happen to her. Once we meet up again, we'll all be by her side!" Velvet balled her fists, smiling confidently and reassuringly at Summer who could barely see her smile through the haze of tears.

"Thank you… thank you. Tell her, when you see her, tell her that I'll be seeing her soon and- and that I love her." Summer cried, her tail and wings protecting her from a hurt that was only coming from the inside. She had dreamed of making it home to her baby for so long, it was what kept her going through all the suffering. _I had given up, once I turned into this, how could I let my daughter see me like this?! Now… I have to be there, there's so much she needs to know about our kind, I can be there for her, I can be her mother again._


	9. Dawn

The sun had risen, it's dim golden light shining through the windows of the mall that were shattered by Ruby's power the previous night. The team was in low spirits as they waited, unable to continue their journey while they waited for their faunus teammate to awaken. Coco rummaged through the various stores around the mall, staying close to her team as she scavenged what she could, all her team knew was that she was doing some secret project. Penny stood watch at the door, her solemn eyes staring out into the decimated city and her arms folded over her chest. As for Ruby, she lay beside Blake, holding her hand as she trembled and moaned from the pain of her rebirth.

Ruby looked at the scars along Blake's neck, barely recalling herself making them. It terrified her, remembering just how good it felt, draining and imbibing every last drop of her lover's blood. _Lovers… is that what we are? I know Blake has those feelings for me, I could taste it every time I drank from her. What do I feel? I have feelings for Penny, but after all the time I spent feeding from Blake, I think… I think I fell in love with her too. This is too complicated, and now I've turned her into something like me, what will she feel when she wakes up? Will she hate me? I would be lying if I said part of me wasn't happy about this, now… I'm not alone._

"I'm a terrible person… aren't I?" She whispered to Blake with a broken smile on her lips, gripping her cold hand tight. Her faunus teammate was pale, cold and had no pulse, still she was clearly in immense pain. Even though Ruby drank as much of her blood as she could and despite the blood she lost from her wound, her transition to her new life wasn't easy. _And it's all my fault. I- I just couldn't lose her. I guess that means I really do love her…_

"I'll be back soon, you're not alone." Ruby whispered softly into Blake's ear before tenderly kissing her cheek. Her dead heart ached as she felt her soft skin, it was so cold, the warmth she had come to love was gone from the faunus. With a deep and heavy sigh, Ruby picked herself up, moving her wing from underneath her as she stood. At her feet, Blake showed no signs of waking and no sign that her pain was easing. All Ruby could do was pray that her suffering would end soon and pray that when she awoke, she wouldn't hate her. Reluctantly, with a long lingering look, Ruby left Blake alone before walking deeper into the mall.

The Silver Eyed Grimm walked down the cracked tiled halls, the damage from her battle the previous night as well as the bloodstains from the aftermath were still fresh in both her surroundings and her mind. However, she could only remember very vaguely the details of her red out, while she drank all of Blake's blood, it was all an unbelievably pleasurable and blissful haze. She thought she should feel guilty for liking it so much… but she didn't.

"Um, Coco…" Ruby came to a stop beside her senior, the tough and fashionable heavy hitter was leaning up against a the tiled wall of a fountain that sat in the middle of the mall with a smoldering cigarette in her mouth. She had changed her outfit, now dressed more practically in tan camo cargo pants, combat boots and a dark green tank-top, though she still accessorized with her glasses and beret.

"What's up Ruby?" She looked down at the shorter girl, bringing her glasses lower on her nose as she took a drag from her cigarette. Ruby could see where her eyes would wander, she knew Coco would steal glances at her wings, tail and horns. It made her a little uncomfortable, but more than anything, it made Ruby afraid that her valued teammate would reject her because of what she had become, especially after watching her bleed Blake dry less than twelve hours ago.

"I just… I wanted to talk to you, and ask you something." Ruby looked shyly down at the ground, her tail involuntarily curling around her in a self comforting gesture, same as her wings which fanned out slightly, covering her sides.

"Alright, I guess we should probably talk anyway." Coco secured her cigarette between her two fingers before pulling it from her mouth and blowing out a cloud of white, fragrant smoke. "You don't need to look so nervous Rose, relax, have a cigarette."

"Um…" She was more than a little taken aback by Coco's offer. She had always stayed away from tobacco and alcohol, even when she became old enough to buy both. Still, as she looked down at the open pack her teammate held out to her, Ruby's body relaxed, her wings folding at her back and her tail easing to the floor as she leaned on the wall beside her senior and took a cigarette from the half finished pack. "Thanks."

"Here, I'll give you a light, just take a deep breath okay?" Before Ruby could react, Coco lowered her head, taking a steady but deep inhale, the smoldering embers at the end of her cigarette touched Ruby's, their faces only inches apart. Ruby's wings stretched slightly behind her and tail coiled up as she felt a warmth growing in her chest. In the heat of the moment she almost forgot to breath, but when she did, the smoldering tobacco from Coco's ignited the tip of Ruby's cigarette, letting the smoke flow through the filter and into her lungs.

"Th-thank you…" Ruby wasn't sure how to react, she wasn't even sure what she was feeling, but she had a suspicion. With a few steadying breaths, drawing in more and more smoke and burning the end of her cigarette faster, she buried the complicated feelings that were rising up in her heart.

"Don't worry about it. It's the least I could do. So… I guess we need to talk about last night." She pulled out her cigarette from her soft pink lips, letting out another cloud of smoke as she looked up to the ceiling. "Look, I don't know if what you did to Blake was the right thing to do, and watching it… I just, it wasn't easy. The pool of blood under her just kept growing and I could hear you drinking it moaning while Blake bled to death. I know you were just trying to save her, but once you started, it turned into something else for you. Once you were done, you looked the happiest I've ever seen anyone, and you were just covered in her blood."

"I was trying to save her. I couldn't lose her, that the clearest thing I remember before everything blurred out. Once I gave her that first bite, my instincts kinda took over, but I didn't take it too far, I didn't eat her. I wasn't going to let her go." Ruby blew out a stream of smoke, she wasn't sure what she was supposed to be feeling, or if her Grimm body could even be affected by smoking. Still, it felt nice, sharing this moment with her older teammate.

"But you wanted to, didn't you? Be honest with me, you wanted to eat her right?" Her tone was cool and calm, there wasn't a hint of malice, hate or disgust behind her words, just curious and concerned. Coco's demeanor was so disarming that Ruby just felt… safe.

"Yes… I did want to eat her." Their leader admitted softly. "You can see all those bite marks in her neck, a lot of those were from after I redded out. I stopped myself, but it was hard."

"I see…" Coco muttered thoughtfully, taking a final, long drag off her cigarette before letting the smoldering remains fall to the floor, snuffing it out with her boot. "Like I said, I was a little put off by what I saw, but I didn't handle it the best way. After you left, I felt bad, and Penny gave me an ear full. So, I'm sorry Ruby, I didn't mean to make you feel like a monster. With that said though, I think Blake is the only one who can really say if what you did went too far. When she wakes up, you're going to need to be there for her, she's your responsibility, now more than ever."

"I know… it's going to be hard on her, but I think she'll be okay." Ruby took her cigarette from her mouth, her dull gaze fixated on the slowly burning tobacco. "I actually wanted to talk to you about her. When she wakes up, she's going to be hungry. I can't feed her and neither can Penny, I was hoping… I wanted to ask, no, I mean, I needed to ask-"

"You want me to feed you and Blake right?" She deadpanned, cutting Ruby off before she tripped over any more of her words. "Yeah, I figured. Look, I know I've been hesitant about giving you my blood, I'm still kinda nervous. If I'm being honest, I'm afraid of turning into something like you, and now I'm afraid you'll lose control and do what you did to Blake."

"I understand… I'd be afraid of me too if I were in your position." Ruby's voice was so soft it was barely audible as she shrunk back, her heart heavy and cold as though her chest was filling with ice water. _I'm trying Sis… but it's hard not to feel like a monster when my own team, my own friends are justifiably afraid of me._

"Let me finish." With a stern and commanding tone Coco snapped Ruby to attention as she pulled out another cigarette from her pack. "Like I was saying, watching you last night, I wasn't sure how I felt about it, but I've had time to sort it all out. I'm a little scared but… for you, I think I can do it. You've saved our lives and I know you, you're a good person, not some monster. Also, in a really messed up way, it was kinda cute how happy you looked then. Anyway, I'll do it, but if anything like that happens to me, and you have the choice to turn me or not, as things stand right now, I don't want to be like you. I don't know if I'll always feel that way, but for right now, consider this a do not resuscitate. That's the only thing I'm asking in return."

"I'm so much stronger now Coco, I'm not letting anyone else get hurt. I'll keep you safe so don't worry alright, it won't come to that." Ruby's silver eyes stared deep into Coco's, her gaze exuding compassion, caring and conviction as she looked up to her friend. "I promise it won't happen, but if it does, I'll respect what you want. I know I'm asking a lot of you already, but I have one more request, if that's okay."

"Well, whatever it is, it can't be bigger than asking to drink my blood so shoot kid, I'm in a giving mood right about now." Coco chuckled to herself as she flicked her lighter, setting the tobacco smoldering as she inhaled the smoke.

"If anything happens to me, if die or… become completely Grimm, I want you to lead the team, keep them safe okay?" The leader's voice suddenly became cold and serious, her gaze unwavering as she looked to her potential second in command. At her unexpected request, Coco nearly dropped her cigarette from her mouth as she stared at Ruby.

"Rose, nothing is happening to you, I won't let it. This team needs you. Do you have any idea how misfit a team we are, I don't think I could keep us from falling apart." Ruby was surprised at what she saw in Coco's dark brown eyes; Sadness, denial, anger, protectiveness, caring… all of it for her.

"We've lost too many good people to this bullshit! Fox, Yatsuhashi, Ren, Nora… Yang. We almost lost you and we nearly lost Blake. I'm not going to entertain the idea of losing anyone else, you're not leaving us you hear me!" The passion and conviction in her eyes was a far cry from her usual cool confidence. Without hesitation she threw her cigarette into the stagnant water of the fountain and turned to face Ruby, putting her hands firmly on the younger woman's shoulders. "I'm not letting anything happen to you or Blake or Penny. We are going to meet up with Jaune and Weiss' teams and we are going to figure this mess out and then we'll all live happily ever fucking after. No one else is dying."

"Coco… I-"

"Ruby, she's waking up!" Penny called frantically from the font of the mall, stealing Ruby's attention from the woman before her and from her own mixed feelings.

"I should… I should go and see her. She's going to have questions." Ruby looked bashfully away from Coco, her wings stretched slightly back and her tail coiling up behind her.

"Right, I'll be there soon, you both feed and then we should leave once she's calm enough. We've got about a five day walk to the castle where we're meeting the others." With a soft sigh she let her hands fall from Ruby's shoulders before heading back deeper into the mall.

"Okay, that sounds good. Oh, and Coco," Ruby looked down at the floor, holding her hands together in front of her. Before Coco could respond, Ruby stood up on her toes and leaned forward, gently pressing her cold lips onto her unofficial second in command's soft, warm cheek, stunning her and panting her cheeks deep red as she blushed. Just as quickly as she kissed her, Ruby pulled away, smiling warmly, her wings now almost fully extended behind her. "Thank you."

Without waiting for a response, Ruby turned around, forcing her wings back down as she walked quickly to the front of the mall, leaving Coco stunned, confused… and smiling. _That kid…_

* * *

"Blake, I'm here, everything's okay!" Ruby fell to her knees at Blake's side, her knees resting in the dried pool of blood, the acrid smell igniting her hunger, but she pushed it aside as she took Blake's hand into her own.

"R-Ruby…" Blake murmured weakly as her bleary eyes blinked open. "I- I'm cold…"

"I know, I know. You lost a lot of blood, but you're going to be okay now. Everything is going to be okay. Just take it easy alright." Ruby smiled, tears of relief and joy clouding her eyes as she tenderly kissed the back of Blake's hand.

"What did you do?" Shakily she moved her free hand up before letting it fall to her chest and closed her eyes. Ruby knew that feeling, everything felt wrong to Blake, she'd have to explain a lot, but for that moment, all she could do was look solemnly at the floor and hold her hand just a little bit tighter.

"Ruby… I don't have a heart beat." Her big amber eyes stared up at Ruby, glistening with pain filled tears. There was no mistaking the feelings Ruby could sense rolling off of the newly born half grimm; betrayal, denial, anger, hopelessness… hunger.

"You were dying… I had to do something. I- I couldn't lose you Blake! I love you, I couldn't just let you go!" She defended herself, but she knew it would mean very little to her. Cold drops fell from her eyes, landing onto Blake's hand. "I couldn't let you go… I did what I had to do."

"Ruby… you turned me." Her eyes grew wide with shock and her hand trembled in Ruby's grasp. She had no heartbeat, she couldn't feel her aura, she was cold… she was dead. Her breathing became rapid and shallow as the harsh reality set in, but try as she might, she couldn't feel her heartbeat anymore, no matter how high her panic rose.

"Blake! Blake it's okay, I'm here." There was nothing else Ruby could do but live with the consequences of the decision she made, and try to get her loved one through it the best way she could. Taking a steadying breath, Ruby put one arm under Blake's shoulders and another under her legs. "I'm sorry… but I couldn't lose anyone else I love."

"I never asked to be like this…" The hurt both in her voice and in her heart, both of which Ruby felt so potently, cut her deeply, rubbing salt in the wounds of guilt she had for the choice she made.

"I know, but it's not so bad. I want to show you something, and then we can talk." Despite the hurt and sadness, Ruby smiled lovingly at the young woman in her arms as she stood up, holding Blake close. Blake was still with her, and that was the most important thing. _Maybe that's selfish, but I don't really care._

"Penny, Blake and I are going out, we'll be back soon." With that, Ruby turned around, walking towards the door with Blake in her arms. The woman had never felt lighter and Ruby had never felt strong, nor had she ever felt such a deep connection with anyone in her life. As she held Blake, she felt everything so intensely, every feeling, every desire no matter how subtle and that's how she knew, Blake felt it too.

"Are you sure? It's dangerous out there, I should come with and-"

"No, you need to stay here and keep yourself and Coco safe. Don't let anything through that door that isn't us. We're both immune to the bite now, so we'll be fine." Ruby gave a reassuring grin to her android teammate, a girl who she had started falling in love with before the world came to an end. Her feelings for her now were stronger than ever, but even so she felt the same towards Blake and now, it seemed she was falling for Coco, her remaining teammate. She couldn't help but give a small huff of laughter at the situation she put herself as she stepped out the door.

"Blake, I want you to hold on tight okay?" Ruby smiled softly, gently brushing long black strands of hair from Blake's pale face. As she exuded calm and love, Blake felt it, in her unbeating heart, she felt the feelings Ruby felt, both when she was looking at Penny, and now as she looked down at her, it was unmistakable… it was love.

"O-okay." She was stunned by the feelings she felt from Ruby, so much so that it pushed her own fears back. As she wrapped her arms around Ruby, holding her close, she felt a new set of feelings burning to the forefront of her leader's mind; excitement, energy, happiness and above all, exhilaration!

"Here we go!" Ruby turned her gaze upward with a playful and excited smirk. From her back her black and red wings spread wide, each easily as long as her body and her tail lashed back and forth and suddenly, Blake knew exactly what was about to happen.

"Ruby wait! I don't-"

 _ **Whooosh!**_

With a single, incredibly powerful beat of her wings, the builds nearby shook and the air quaked as they ascended! Her wing beats grew faster and more powerful, sending them higher and higher into the cool, windy sky! Blake shut her eyes tight as she clung to Ruby, holding her tight and burying her face into her chest as she felt them going further into the air. However, she didn't sense any fear from her leader, instead, just energy, happiness, bliss and an overwhelming sense of freedom that bled into her own dead heart.

Soon, the powerful beats of her wings slowed, becoming steady and rhythmic as the air stops rushing down from above them. They had stopped ascending, Ruby keeping them airborne and steady with her wings, and despite it only being her second flight, it still felt so natural to her. _Though I should probably keep that part a secret from her…_

"Blake, I want you to look at this. Don't worry, I would never drop you, you're safe, I promise." Her gentle tone combined with the sincerity in her heart eased Blake's fear and as she felt Ruby holding her tighter, her curiosity won out.

As her amber eyes barely peeked opened, the awe and wonder of the sight before her made her open them wide to behold the breathtaking view. Ruby had rapidly brought them well above the city skyline, soaring higher than the tallest buildings, giving just the two of them, the most beautiful view they had ever seen of the dazzling rising sun on the morning sun gleamed off of the glass and steel of the structures below, setting the city ablaze with sparkling light. From up there, they felt so distant from the crumbling world below, and all Blake could feel was wonderment and freedom, though she couldn't be sure if those feelings were her own, or from the woman who held her so close and tenderly.

"I felt like a monster Blake, but someone told me that it's not what we are that defines us, but who we are and what we do. We might have lost a lot by becoming what we are, neither of us chose this, but we can still feel so deeply, we can still feel wonder, and amazement, and excitement and fear… and love. We still have so much, we aren't dead, we're very much alive Blake and I can't express how thankful I am to share this life with you. I know it will be hard hard to get used to this, I'm still struggling with it myself, but I turned you and I will do everything I can to make you happy because I love you Blake. Things will be okay." Ruby stared out into the horizon, her silver eyes burning with a soft, silver light that flickered like fire. At the same time, Blake's amber eyes, looking up at her leader, also burned with the same light.

"I didn't want this." She very, very carefully shifted in Ruby's arms, moving herself up until they were nearly at eye level. "But I know you never wanted this either. Yang… she gave you that bite and you gave me my bite, unlike everyone else, we're both still here. I think that there's a reason all of this happened. I'm afraid of what I've become… but I think this was supposed to happen, so you won't be alone. In a way, it's like Yang is protecting both of us through the last thing she ever did." With a wistful smile on her lips she shut her eyes and relaxed, resting her head on Ruby's shoulder, her thoughts occupied by a beautiful blonde woman with a fiery personality.

"I believe she is. I think she's still with us, in a way and what we've become, we have to power to do so much good. I can feel it, Coco and Penny still love us, you still loved me after I turned. What we are, it gives us something that no one else has, the world is falling apart but we've been given the chance to make things right, I don't know how yet, but that's what I feel in my heart. Will you stay by my side Blake, with Penny and Coco, and save the world?" The smiled she wore, it was just like the smile Blake had seen a hundred times when they were still Team RWBY, from the day they met to the last moments before the world ended, it was that smile that seemed like it could shine so brightly it would burn away all the darkness in the world. Blake knew there was only one thing she could say in the face of that smile.

"Always." She gave an affirming nod, cuddling up just a little closer to Ruby. What was lacking in warmth was more than made up for by the feelings that flowed between the two of them. A connection like none other.

"I'm happy to hear you say that." Her smile softened as she lowered her head, pressing her lips against the top of her head between her cat ears, her silky smooth hair tickling her lips as she kissed her lover. _That was for you Sis. We both miss you but we're going to take what you've given us and do what you would want us to do. We're going to fix this._

"We should head back…" Blake hummed contently, feeling so comfortable in Ruby's arms she had to force herself to say it.

"Yeah, we'll drink and they we'll move. We have to meet up with Jaune and Weiss' team soon." Ruby rested her chin atop her head, lightly kissing the edge of Blake's cat ears. She and Blake had a massive change happen, and their friends would probably be shocked at first, but she knew that they too would accept them, because she had an unshakable faith in them.

"Oh, I should probably tell you now… I'm not entirely great at landings." She smiled sheepishly, her tail swinging back and forth beneath her.

"What?!" Blake suddenly felt her panic spiking as she clung to Ruby for dear life.

"Well, no time like the present to learn!" And with that… she stopped flapping her wings.

* * *

"I- I saw my life flashing before my eyes." Blake burst through the door, panting heavily, her hair was a mess and her eyes were wide with fear.

"Oh Blake you look very unwell, you're pale and your body temperature is low!" Penny looked genuine concerned but Blake just narrowed her eyes at her, her cat ears flicking in annoyance.

"Oh, so you're go jokes now? Who programmed you with a sense of humor while I was out?" She deadpanned, trudging in through the door with Ruby behind her. However, before Blake could take another step, Penny rushed towards her, throwing her arms around Blake and pulling her in close with a tight hug, catching the half Grimm half Faunus off guard.

"I'm glad you're well. I was worried, I thought we would lose you. For what it's worth, I am very glad you're still here with us." She smiled, her emerald eyes glistening with artificial tears and after a moment, Blake smiled too, putting her arms around Penny and holding her close. She could so clearly feel Penny's emotions, her relief, her worry, her happiness and her love.

"I'm happy to be here too Penny. Thank you." It was more than just Penny, she could sense Coco as well, watching them a short distance away with unmistakable happiness, pride and love. Everything felt different and she could already feel her Grimm power within her. _So this is what it's like to be a Grimm… maybe this isn't so bad._

"Well now that we're all here, I think now's as good a time as any to show you all your new outfits." Coco gave a cocksure smirk as she held a few bags full of clothes in her arms before walking towards them.

"Just because we need practical combat wear doesn't mean we can't look hot, case in point." She gestured to herself before walking to them, handing them each a bag. "I picked out the best outfits I could for each of you, but this place is kind of a dump so my options were limited. Anyway, check em out, try them on and see what you think."

"Um, could we maybe try these on after we um…" Blake looked nervously at Ruby who instantly got the hint.

"Blake's hungry, can we feed before we try these on? I mean I'm sure they… look…" Ruby stared into the bag, her wings extending out behind her back and her tail curling up in embarrassment before she looked back up to Coco. "Um, you really want me to wear this? This barely qualifies as a bathing suit."

"Look, you keep tearing up every outfit I pick out for you. You want to fight as a Grimm, that's practical combat wear." She tapped her foot in aggravation, finding anything that accommodate her tail, horns and wings that fit her style was a daunting task.

"No, um, I'm sure it looks great… it's just kind of embarrassing." Ruby gulped, putting the bag down on the floor.

"Well suck it up. Speaking of which, I guess you two need to drink, Penny, you go ahead and get changed while I feed them okay?" Coco sighed, shaking her head slightly while Penny gave a firm salute before skipping happily over to a nearby changing room.

"Thank you Coco, I'm really sorry about this." Blake bowed her head, Ruby could feel her discomfort and guilt rising.

"Blake, it's fine. I already knew that was going to happen shortly after Ruby turned you. I told her I wouldn't mind doing it, just don't bite me okay?" Coco picked up the blade of Blake's Gambol Shroud from the floor and gestured with a jerk of her head for them to follow her to bench by the fountain.

"It's okay Blake, I felt the same way when I first drank your blood but it's fine. It doesn't taste like you think it does and I think it's actually really nice and… you know… intimate." Her wings again extended slightly at her back as she took Blake's hand in her own, walking her over to the bench where Coco sat waiting for them.

"Alright, just lay down on my lap I guess, I'll get this started." With a soft breath she let down her protective aura and Blake and Ruby resting their heads on her lap, Ruby being very careful with her horns so as not to hurt her loved ones with them as she settled into a comfortable position looking up smiling thankfully at Coco.

Coco dragged the razor sharp blade across her wrist, cutting deep through her skin and, letting her blood flow freely before switching hands and cutting her other wrist. As the crimson fluid streamed down her arm towards her elbow she felt the cold, wet tongues of Ruby and Blake lapping up her vital fluid. As they drank the blood from her body, a strange calm came over her, filling her with ease and warmth and as they licked up every last drop, she couldn't help but smile at them. _Yeah, I'm okay with this._


	10. Contact

Weiss and her team trudged along through the dense forest as they made their way east towards the coast. If their map was right and they were still on course, going in a straight line towards the castle where they would mean up with Jaune and Ruby's teams. They hadn't communicated since they determined the meeting point, Weiss couldn't help but worry about her friends and former teammates. They had run into their fare share of trouble on the way, nearly dying twice in the last week, she prayed that the others were faring better than they had been.

 _Okay, we're three days out from castle if we keep up this pace and don't run into much more trouble. We've made it this far but after our last two battles we're running on empty. We lost half our rations and we used up all of our ammunition and Dust. Thistle and Neo are alright, they don't rely on Dust or guns, I'll have to rely on my summoning Semblance and Sun will have to rely on raw skill. I don't like that we're at half our strength, everything has been quiet since we defeated that big Grimm Zombie at the abandoned house but I have a bad feeling it's not going to stay that way._

Weiss took a subtle glance behind her. They walked in their normal formation, quick and efficient at responding to threats. Thistle took up the rear, the small but deadly powerhouse of the team could easily repel even large threats with her explosions. Next was Sun, during the day his eyesight was about as good as everyone else's but his fighting style and Semblance made him a good person to protect them from the sides. Neo walked closely behind Weiss, the quick and agile fighter was deadly with her blade and kicks and her umbrella was a monstrous defense but it was her illusion Semblance that made her position important as she could help the team evacuate from a bad situation. Weiss took up the front, as the leader, she wouldn't allow anyone else to walk into danger and normally her Dust would allow her a wide range of offensive and defensive options.

 _We nearly died in our last big battle, I can't let that happen again. We'll be crossing over the mountains soon and then things will get a little bit safer and hopefully we can raid the abandoned buildings in Vale for ammunition and Dust. All we need to do is stay alive and together until then._ Weiss could feel Myrtenaster growing heavier at her side as they drew closer to their destination, her worries grew as well.

Her thoughts were cut short however as she felt an unexpected gentle touch on her arm stealing her attention. As looked back to see a small woman with pink and brown hair looking up at her with deep concern, glancing up from Neo, Weiss found the rest of her team shared similar looks of worry. Thistle even broke formation as she walk up to her leader with Sun follow soon after, Weiss could only imagine she wasn't so covert with her fretful glances back at her team, and that only made her growing guilt compound with her already intense fears weighing heavily on her mind.

"Weiss, you're not looking so good." Thistle frowned, her soft purple eyes looking deep into her leader's with deniable caring and compassion. "We're worried about you."

"She's right, you've been on edge since that disaster at that house on the hill. I know things have been tough lately but if you don't take some time to relax you'll just end up off your game when we need you." Sun walked up to the rest of the team, folding his arms and resting them comfortably on Neo's head but to Weiss' surprise, she didn't seem to mind. "So talk to us so we can work this out okay?"

"I'm fine, it's just that it's been almost three months since we've seen Ruby and Jaune and their teams. We're finally meeting and we'll be a hell of a lot safer with them but we're on the final stretch now and this is when things tend to go from bad to worse." You could see the stress in Weiss' pale blue eyes, she was exhausted and combat fatigued. None of them had gotten a real good night's rest in a long time, they were never really safe enough and Weiss felt the weight of her team's lives on her shoulders and the burden was only growing more heavy as the threats grew around them. _I never really understood what it was like for Ruby when she was our leader until now. How she managed it and still smiled so brightly, she was a born leader, I'm not sure I'm cut out for this… but it doesn't matter, they're following me, they look to me as their leader, I have to be good enough, I have to be better._

"I get it but come on, we've made it this far and we're still in one piece. I think we can afford to be a little confident." Sun reassured, still leaning against Neo who nodded in agreement.

"We barely made it out alive in our last two battles and our resources are next to nonexistent. No Dust, no ammunition, almost no food. I refuse to lose anyone, I need to stay on my toes at all times until we reunite with the others." Weiss could feel herself getting defensive, especially because of Sun who himself was the former leader of Team SSSN. Like Ruby he was a natural leader, why he was choosing to defer to her was something she couldn't understand.

"Sun is right, we won't even make it to your friends if you burn yourself out." Thistle's tone was unusually soft, her worry for her leader seeping through with every word as she gently took Weiss' hand in her own not breaking eye contact even for a moment. "You need to relax."

Weiss stared into Thistle's glistening eyes, her small, warm hand holding hers. The leader could just feel the caring in them, pleading for her to take it easy. She couldn't be sure why, but Weiss felt herself faltering under the unyielding gaze of her new partner, something in the way Thistle looked at her was breaking down her resolve. As she turned to Sun and Neo they both smiled at her, Sun's smirk a little more playful as looked at their held hands. Like an epiphany, a realization dawned on Weiss; This was her team, understand it or not, she was their leader, it didn't matter if she thought she was ready, they needed her to be more and right now, they needed her to relax.

"Okay." Weiss shook her head with a soft, thankful smile on her lips. "I'll take it easy."

"Thank you." Thistle grinned brightly, letting her hand linger for just a moment longer in her leader's grasp before she began to pull away… but then, she felt Weiss' grip tighten around her hand.

"Maybe just a little bit longer…" Weiss' tone was soft and warm as she entwined her fingers with Thistle's, her pale cheeks tinting pink while Thistle stared up at her, her partner's light purple eyes wide with surprise before she too blushed.

"O-okay…" Thistle muttered, an uncontrollable smile forcing itself onto her lips as she took up her leader's side. For just a moment, she closed her eyes, letting the sensation of their touch wash over her, filling her chest with a blissful warmth. By her side, Weiss did the same, the happiness that flooded her heart drowning out her worry and stress for one precious moment. _This is nice… Thistle's hand is really warm._

"Help!" A shrill and panicked scream echoed through the woods, snapping the team to attention and splitting apart the leader's hand from her partner's as they all readied their weapons, a sense of dread growing rapidly in Weiss' heart.

The team stared in the direction of the scream, waiting in tense silence as the echoing scream died out. A chill ran down Weiss' spine as silence consumed the woods, she feared the worst as even the birds ceased to chirp from the safety of the trees. As her hand reached for the hilt of Myrtenaster she stepped forward, putting herself between the direction of the scream and her team.

"Help me please!" The scream rang out again, only this time, they saw its source as it ran towards them. It was a young girl in her mid teens wearing tattered jeans and beige sleeveless top, her short hair was curly and platinum blonde and her eyes were silver. In her hands she held a long metal spear as she ran in terror, frantically looking behind her. Then, they saw what she was running from; Ursa, a small army of the bear like Grimm, their glowing yellow eyes piercing the shade of the trees and their footsteps quaking the ground as they pursued her.

"We have to save her!" Weiss commanded, pulling her rapier from her side. Her dust cartridges were completely empty, she'd have to rely wholly on her skill and her Semblance, dangerous, but there was no choice. A glyph ignited beneath her feet just as an Ursa lunged at the girl, knocking her to the ground, her weapon falling from her hand as the beast reared back its massive paw, going in for the kill.

 _ **Whooosh!**_

Weiss shot forward, launching herself as fast as she could, her sword held straight and true in front of her, aimed at the creature. Before the Grimm could swipe at the helpless girl with its claws Weiss covered the gap between them, thrusting her sword into its shoulder. The monster cried out in pain but Weiss wouldn't give it a chance to retaliate. Ripping her sword from its body she brought her sword down, firing up another glyph below her elbow as she aimed the sword up and with all the force her magic could give her, she shot her arm up, stabbing her pointed blade up through its jaw, bursting out from the top of its head!

"Are you alright?!" Weiss asked, keeping her sword pointed forward, her eyes darting around her as the Ursa surrounded them. Without looking down she extended her hand to the fallen girl.

"Y-yeah, I think so. Thank you for rescuing me." The girl sounded shaken and exhausted as she staggered forward, picking up her spear from the ground, at her back her top was cut almost entirely away, leaving her back bare if not for the seven other speers strapped to it.

"No problem." Weiss stepped back, keeping her sword pointed out. "Can you fight?"

"Yes, though I'm not very good, I'll do what I can." The girl held her spear in both hands, pointing it out, she and Weiss standing back to back as the hungry Grimm growled for their flesh.

"Get away from them!" With a belligerent scream Thistle jumped into the fray, lashing out her knives with her chains extended out, propelling them in a sweeping arc with two explosions, her curved blades easily slashing through the trees and the Grimm the strayed to close.

"We got your back!" Sun and Neo followed close behind, Sun's staff held in front of him while Neo unsheathed her thin blade from her parasol, the five forming a circle, threatening the herd of Ursa, ready to kill any that came to close.

"These are just vanilla Grimm so you don't need to worry about being bitten but stay on your guard! Destroy them all and do it fast, we don't want to attract more of them with our fighting. Ready?... Go!" A Weiss' command the team separated without hesitation, running into the encroaching Grimm while Weiss stayed behind with the girl.

"Stay close to me okay!" Weiss stepped back, pointing her sword up as she closed her eyes, fully confident in her team to keep the Grimm at bay while she focused. She felt the girl press her back against hers, the cold metal of her spears reaching Weiss' skin even through her clothes.

Sun ran head first into three Ursa, easily parrying their claws with his staff before delivering a flurry of blows, the sheer blunt force killing the Grimm and knocking the nearby ones back. Backflipping he continued his relentless offensive, breaking up his staff into his nunchucks mid flip before landing on his feet, not even needing look behind him as he starting whipping them around at high speed, lashing them into the face of the Ursa behind him. This was a nice, easy change of pace from their recent fights and he was very much enjoying himself as he spun around, putting all his weight into the momentum of his next hit before delivering another killing blow to the Grimm.

Neo gracefully and effortlessly danced around the Grimm's attacks, parrying their claws with her parasol before slashing with her blade. Try as they might, the cumbersome beasts couldn't keep up with Neo's lithe and deft movements. Two lashed their claws at her at once but with a smug grin she merely folded her parasol over her shoulder and turned to her side, the beast's claws rushing only millimeters from her body, but still missing. Her cocksure smirk never faded as she went on the offensive, stabbing her thin blade through one's eye while simultaneously shoving her folded umbrella down the other's throat before jutting out the concealed blade from its end and opening up the parasol, effectively killing both in a single motion.

Thistle was a one woman demolition team, what her attacks lacked in grace her Semblance made up for with raw power. With a thirty foot reach on her knives connected to the chains spooled up in her wrist mounts she could fight at a variety of ranges, propelling her small blades with immense force and speed with her explosions and giving them surprising maneuverability with her excellent control of her ability. A wild, toothy smile lit up her face as she reveled in battle, getting up close and personal with the Grimm, the large Ursa rearing back on its hind legs before bringing its weight to bear down on her, its claws extended out ready to tear into her small body. However, it didn't even get the chance to reach the ground, as it fell towards her Thistle didn't falter, instead punching her fist up, ramming it down the beast's throat before loosing an explosion from her fist, blowing the monster's head clean off.

 _Good, they're barely breaking a sweat, compared to our recent battles this is just a warm up, we really have gotten so much stronger. Now, it's my turn!_ With a soft breath Weiss ignited a large glyph in front of her, this was her true Semblance; Summoning!

A giant suit of armor glowing a fiery blue stepped out of the glyph with sword in hand, ready to do the bidding of its master. Thrusting her sword forward she commanded her summons to go forward and at her order, it moved, its massive sword reared back as it charged! With a single swipe it cleaved everything in its path in two, trees and Grimm alike, effortlessly killing over a dozen of the creatures with one devastating move! As her team and her Summon's did battle they quickly wore down the enemy's numbers, the groans of pain from the dying monsters grew less and less until the battle was over, the last of the beasts dying out. With a collective breath of relief they turned to their leader who smiled proudly at her team.

"Well, that was easy. I guess we're just that-"

"Roaaaaar!" The forest quaked at the deafening roar of a very large monster. The team's hearts skipped a beat as they all slowly retreated back, keeping their eyes forward until they formed a defensive line between whatever it was and the girl they had saved. Gripping their weapons tight in their hands they felt the ground tremble in pulses as giant and powerful footsteps drew near and the air grew heavy with tension and a sense of impending danger that chilled Weiss to the bone. A hungry and malicious low growl seemed to echo from everywhere at once before the woods fell into the most tense and unnerving quiet they had ever felt.

 _What the hell was that?! Another Grimm Zombie? Where is it? It sounded big, we shouldn't fight it, a tactical retreat may be the best option. Okay, we just need to-_ Her thoughts were cut off as out of the corner of her eye she saw a subtle movement. Spinning on her heel she turned to face it… and was confronted by the looming, glowing eyes of a Grimm far larger than the Ursa they had fought, staring intensely at her from the trees.

Slowly the beast lumbered out from cover, a low growl rumbling from its throat as it lurched into view. It was an Ursa, or at least, it looked like one, only five times as large, its back covered in thick spines and its face armor was littered with scars showing its battle tested age. Its long, saber like fangs jutted down from its upper jaw and its claws alone were half the length of Weiss' arm. Unnatural black fur hung down from its lower jaw running to its chest between its legs, even on all fours it stood as tall as some of the trees and its armor made it built like a tank. The team and the girl stared up in awe and horror at the Ursa Major, the imposing beast so dominating that retreat was still on Weiss' lips as she stared into its malice filled eyes.

"W- we need to retreat." Weiss whispered, backing up as she commanded her summons to step forward, hoping it could buy them enough time to escape.

"Yeah, I like that plan." Sun gulped as he and the rest of his their team slowly backed away.

"Aaaaaah!" All eyes were drawn to the terrified and wild cry as the girl they had rescued ran forward, her hands trembling as she reared back her spear before throwing it at the Ursa Major's face, the razor sharp edge stabbing into the beast's hide but seemingly only made it angry as it opened its maw wide, bringing its head up as its jaws gaping, its menacing teeth showing as it snapped its mouth at the girl paralyzed with fear before it!

"No!" Weiss cried out, commanding her Armored summons to protect the the girl and only an instant before she would have been eaten whole a giant sword swung between them, stabbing into the ground, knocking the girl down but saving her from certain death.

The Ursa Major roared in defiance before snapping its jaws onto the sword and to everyone's horror, the blade began to crack under the extreme power of its bite! The massive beast trudged forward, pushing the Armor back, its feet sliding across the ground as it pushed with all its might in vain against the more powerful monster. Weiss' mind went into a frantic frenzy, desperately trying to think of what to do, if her summons fell, they were finished and they all knew it!

Then, her thoughts were abruptly cut off as three blurs ran past her, Neo, Thistle and Sun rushing towards the colliding giants! Sun came to a dead stop, resting his staff against his shoulder as he put his fists together, summoning up four copies of himself that ran forward after the two girls going on the offensive. Neo jumped up as Sun's copies ran under her, her feet landing on their hands before they threw the small woman high into the air, her blade drawn as Sun's third copy was thrown up behind her! Sun's double rolled onto his back in mid arm in front of Neo, their feet meeting before he kicked her off, launching her forward at high speed and a moment later she stabbed her blade into the Ursa Major's eye with their combined strength!

"Graaaaw!" The Ursa Major roared in pain, releasing the Armor summon's sword as it reared back on its hind legs, standing taller than the tallest trees. Neo stared in horror as it turned its jaws towards her and in a black blur it snapped down, its jaws slamming shut on Neo… but from its mouth came fragments of light as fell safely to the ground, caught by Sun's copies.

"Over here big guy!" Thistle cried out as Sun's final copy threw the small girl up into the air, a powerful concussive wave exploding from her feet destroying Sun's clone and propelling her up like a missile.

 **Boooooom!**

Thistle slammed shoulder first into the Grimm's massive upper chest, pushing her Semblance to its limits as she let loose an explosion that knocked down all the trees around them, throwing Sun and Neo back while Weiss crouched down, stabbing her sword into the ground to hold her place against the devastating shock wave! The raw power of her attack threw the Ursa Major down, knocking it onto its back. However, Thistle's power comes at a cost, the recoil from her most powerful explosion annihilated her remaining aura, knocking her unconscious as she fell along with the beast.

"Thistle!" Weiss cried out desperately as she commanded her summons to catch her, Thistle's small, limp body landing safely in its large hand, allowing Weiss to breath a sigh of relief. She stood up, her eyes burning with strength as she raised the hilt of her sword up, the blade aiming at the ground, her Armor following her movements. _It's over!_

Stabbing her sword down the Giant Armor followed her command, stabbing its massive sword into the Ursa Major's exposed belly! With a dying scream a black miasma wafted up from its would as its body rapidly dissolved. Weiss' body was shaking, her own aura nearly out and her fatigue overwhelming her. With the last of her strength she commanded her summons to place Thistle gently down on the ground before her, then, it too dissolved, crumbling away as its master no longer hand the strength to sustain it. The battle was over, and once again, they just barely made it out with their lives.

"Thistle…" Weiss huffed for breath, her knees buckling beneath her before her legs gave out. She fell to her knees before the small girl. Tenderly Weiss put her arm behind Thistle's back, cradling her as she dropped her sword. Thistle's face was peaceful but her body was covered in scrapes and bruises from where her aura had given out.

"I'm sorry." Weiss whispered softly, gently putting her forehead to Thistle's, keeping her up with one arm while her other shaky hand held her partner's, entwining her fingers with Thistle's. "You keep having to do this to yourself because I'm not strong enough… I promise, I won't let this happen to you again."

"Trust me, you're anything but weak." The girl they had rescued spoke up, standing before Weiss and Thistle with her spear in hand.

"Who are you?" Weiss blinked, suddenly getting an uncomfortable feeling from the mysterious girl as she held Thistle just a little bit closer, a protective fire in her eyes.

"My name is Bianca." Bianca smiled amiably as she walked forward passed the two girls on the ground, stopping just for a moment, placing her hand on Weiss' shoulder. "It was nice to meet you, Weiss Schnee."

"Wait!" Weiss whipped her head around… but Bianca had disappeared. A dark chill ran over her skin as she stared into the empty woods behind her, goosebumps raising up all over her body as a deep fear she couldn't comprehend gripped her heart. _Just who was she?_

"W-Weiss…" A soft mumbling stole the leader's attention as she looked down at the girl in her arms. Thistle smiled softly at her, moving up slightly until she rested her body against her leader's chest, gently squeezing Weiss' hand tighter. "Good morning."

"Good morning… you dolt." Weiss cool blue eyes glistened with tears as she held Thistle close. _I will not let this happen again._

"We made it…" Sun said as he and Neo limped over to them, their bodies scraped up as they supported each other. "Hey, where's that girl?"

"I don't know…" None of them missed the hint of fear in Weiss' voice, but she didn't give them a chance to question it. With a long, deep breath she summoned up all of her strength, pulling her hand from Thistle's and putting her remaining arm under her partner's legs before forcing herself to stand, carrying Thistle in her arms.

"We should- gah!" Weiss nearly fell back down as her face contorted with pain.

"Weiss! Are you alright?!" Thistle's eyes shot wide open, her mind taken entirely from her own pain as she focused solely on Weiss, her heart filling with worry.

"M-my shoulder…" Their leader gritted her teeth, her breathing labored and unsteady as she fought through the intense pain. Neo extricated herself from Sun, making sure he could stand on his own before walking over to her leader. Carefully, Neo pulled Weiss' top down, baring her shoulder except for her white bra strap. All eyes went wide as they looked at her shoulder… there was very noticeable bruise… in the shape of a hand print.

"We need to get out of here… now." The gravity and fear in Weiss' voice left no room for argument as she sped up her pace, carrying Thistle, her fear giving her the strength to move. Only one thing repeated itself in her mind over and over, each time filling her with renewed dread. _She wasn't human._


	11. Reunion: Part 1

A warm breeze flowed over the grassy field, the midday sun shined down in the valley bathing the shallow sea of green in a hot light. It was as picturesque as it could be, butterflies floated in the air and flowers bloomed through the grass, dotting the consuming green with splashes of vibrant color. Two women sat alone in the field, Summer Rose lay comfortably in the lap of a smiling bunny faunus, one of her wings spread out wide to catch the warm sun. All Velvet could do was smile softly as she held her slit wrist inches above the open mouth of Ruby's mother, letting her hot blood drip onto her tongue.

It had been a week since they had met Summer in that village and learned a great deal about the Silver Eyed Grimm, Alexandrite Crowley and Summer herself. Velvet wasn't sure why, but ever since the second day of their travels with her, the first time she volunteered to give Summer her blood, feeding her had become something she greatly enjoyed. It felt nice, strange, but nice, feeding her from her own body, every time she felt something deep stirring within her heart, so since then, she's been the only one to feed Summer, taking every chance she could to do so. She loved the content look on Summer's face as she drank her blood and the feeling of her head resting in her lap.

"Um… could I ask you something?" Velvet looked away shyly, holding her wrist steady as her life sustaining fluid poured out.

"I can tell something is bothering you, go ahead, I'm an open book. That was the deal we made, you feed me and in exchange I'll protect you and give you all the information I can." Summer seemed too taken in, her voice almost hazy with happiness as she hungrily licked up every drop that fell from the wound on the faunus' wrist.

"Well, I was just wondering… what's it like? Drinking my blood I mean? You seem to enjoy it a lot. I've always thought blood tasted gross." Velvet could only bring herself to meet Summer's dazzling silver eyes for a moment before looking hastily away.

"I used to think that when I was human too. Now though," Summer paused, a playful smirk on her lips as she gently slid her fingers up the back of Velvet's hand, putting her fingers between the faunus' before pulling her hand up slightly, spreading open the wound just a little, coaxing out more blood for her to lap up with the most satisfied look on her face. "I love it. It's amazing, the things I can taste from just a few drops of blood. Your health, your personality, your strength, I can taste the essence of your soul, your aura, through every drop of your blood. I can tell so much about you, it's a very intimate thing from my perspective, but I don't get to be picky. I can also tell how you're feeling, your emotions in real time with every beat of your heart."

"R-really?" Velvet gulped and instantly Summer could feel her embarrassment, nervousness, fear and the slightest glimmer of hope.

"Really." Summer's tone grew playful and if Velvet didn't know any better, almost flirtatious. However, before she could give it any more thought, Summer pulled her arm up into the air, holding her wrist tight as she threw Vevlet to the ground, the Silver Eyed Grimm now on all fours on top of her, looking at her like prey to be played with as her wings spread out and her tail swept back and forth. Blood trickled down Velvet's bare arm, flowing towards her shoulder where her brown blouse ended in white frills.

"I can taste how you're feeling, which is how I know that you're making a big mistake." Summer slowly lowered her head, keeping her eyes fixed on Velvet's as their faces grew closer, Summer still holding Velvet's hand up, letting the blood flow down. The bunny faunus' cheeks tinted bright red as Summer's lips neared her, her heart racing, making her blood flow even faster from her wrist, making her head light and fuzzy.

Then, Summer moved at the last minute, bringing her head lower and in the next instant Velvet could feel the woman's cold, wet tongue tickle her armpit before it was dragged up the length of her arm, lapping up every drop of blood that poured from her wrist. A strong arm slid under her a moment before she felt herself being pulled up, Summer grinning at her as she gently held up her wounded wrist, licking the blood that was still pouring out.

"When a Silver Eyed Grimm is given blood willingly, the person giving the blood forms a temporary but powerful bond to the one feeding from them. It can create a feeling of euphoria, calm, bliss and affection, it also increases the donor's heart rate to let them give as much blood as they can. All I'm saying is, don't get too drawn in by those feelings, I'm not a good person to fall for." Summer gave soft and tender kiss to Velvet's slit wrist, letting the scarlet stain her lips before pulling away, licking up the blood that clung to them.

"I see… so, none of it is real?" The sudden, downcast turn of her emotions spiked Summer's Grimm hunger, but only for a moment as her human compassion filled her dead heart. Velvet looked down at her wrist, flaring her aura, letting it heal her wound, her brown eyes dull as the last few drops trickled out before her slit wrist closed entirely.

"Well… it can also highly amplify feelings that are already there so it might not be entirely unreal." Summer sighed, kicking herself for even saying that, for letting herself be in the position where she would have to give that assurance.

Still, feeling hope flare in the sweet young faunus, she felt her hunger ebb, her silver eyes drifting down to the small pool of blood remaining on her soft wrist. A subtle smile formed from her lips as she shook her head slightly before rising up Velvet's wrist towards her lips, taking the last of the blood she could, not wanting to waste a single drop. However, before her tongue could reach her skin, Velvet swooped in, catching the few drops of blood with her thumb a moment before Summer got to. She couldn't stifle the snort of laughter that escaped her as she saw the pleading and indignation on Summer's face, her eyes fixed on Velvet's thumb. This time, the faunus grinned playfully, tilting her head slightly as she smirked before licking away the last of her free blood and sticking out her tongue, the crimson drops mixing with her saliva.

"I see… so that's how it's going to be." Summer gave a long sigh, closing her eyes and shaking her head once more. Then… she lunged forward, her wings spreading wide once again and her tail wrapping around them, pulling the bunny faunus close as she put one arm around her back and her other hand to Velvet's soft warm cheek, her smile one-hundred percent sensual and flirtatious as she put her forehead to Velvet's, minding her horns. "This is a dangerous game you're playing, don't even try if you don't intend to win."

"I-" Before she could say anything more Summer pulled her in, her hand pushing firmly against the back of her head. Velvet's eyes shot wide open as she felt Summer's lips press against her own, the smell of blood clung to her breath, but somehow, Velvet didn't find it the least bit off putting. Instead, she liked the smell, she let it wash over her as she opened her mouth, letting Summer's cold tongue in as she passionately lapped at her tongue. Her saliva tasting like harsh metal from the blood she was drinking, but the only thing Velvet could feel was the intensity of the moment; Summer's powerful tail wrapped around them, her wings protecting her from the hot light of the sun, her gentle touch and her firm grip, the way she kissed so deeply, it all overwhelmed Velvet's senses and within moments, she fell into a blissful haze, her body going nearly limp in Summer's grasp.

"Never steal blood from a Silver Eyed Grimm." Summer finally said as she pulled away, leaving the bunny faunus panting for breath as she reeled from the high of their kiss. With a cocky smile Summer stuck out her tongue, her saliva pink with the blood she stole back from Velvet. "You're not too bad at that by the way, it's been a while since… you know, I've done anything like that."

"Well… it was… something." Velvet was still in a daze, she almost missed the incredibly adorable, bashful look on Summer's face, almost. "You're really good at that too… um, that was nice."

"Yeah, it was." Summer's smile turned wistful as she looked up into the sky. "Hey, you've been pushing yourself a lot to give me blood and I appreciate it, and I really like the taste of your blood. It's sweet and hot and strong, I can taste a lot about you, you're fierce but gentle, I like that. Anyway, you shouldn't give me too much, you need to take care of yourself. I get you were trying to do… well, what we just did, I could tell from the moment I drank your blood that this might happen. Just go easy okay?"

"Alright, I will." Velvet hummed happily, falling down into Summer's lap, her head feeling light from blood loss.

"Oh, and don't worry, you won't become my Vassal just by making out, it only works if I bite you." Summer's expression cool, becoming like her stoic self she portrayed most of their short journey together.

"I'm not worried, I know you wouldn't do anything to hurt me." Velvet let out a long yawn as she stretched, making herself comfortable, rolling on her side and curling up into a ball, Summer's tail still wrapped around her. "You're a good person, I don't need Grimm powers to know that."

"A good person huh? It's been a long time since anyone has called me that. Been called a monster plenty though." Summer turned her eyes up to the sky. She could feel the fragile life in her lap, the steady rise and fall of its breathing, the constant and assuring beat of her heart, the flow of her aura that protected her. Without looking down she moved her hand, placing it between Velvet's long, soft ears and began stroking her silky brown hair. _It's been a long time since I've gotten close to anyone…_

"No, I've fought monsters. You're no monster. You remind me of Ruby… you're a good person." Her voice sounded distant as sleepy as she snuggled up with Summer, her body tired from giving so much blood and the woman's lap she found herself in was exceptionally comfortable.

"You're very sweet…" For a moment, Summer let the moment linger, taking in as much as she could from it. Her sleepy voice, the way her ears twitched every time she brushed her hand against them, but most of all, her warmth, she was so warm she just wanted to hold her and not let go. Still, she knew she couldn't let her fall asleep, as much as she would love to let the faunus doze off on her. "It's time to get up, your friends are coming back."

"I know… I can hear them." Velvet groaned, blinking her eyes rapidly, forcing herself into alertness. _I was hoping we'd have a little bit longer together…_

"I think it would be for the best for right now if they didn't know about this, you four have enough to worry about." Summer was glad that Velvet couldn't sense her emotions, because it was with a surprisingly heavy heart that stood up, parting from the faunus.

"Are you worried about them finding out, or Ruby?" Velvet was now mostly awake, but she still felt dizzy as Summer helped her to her feet.

"I don't even know what this is yet, so I would prefer to keep it just between us for now." Her silver gaze grew cold for a moment before softening. With a glancing looking in the direction Jaune and the rest of Velvet's team were coming from, she found they were nearly upon them. Still, the sadness she felt from the faunus gave her more than enough reason to take a small risk.

"I understand… it's okay, I won't-" Again she was cut off as Summer pulled her in, their lips pressing together, warm and cold, the sensation sending shivers through Velvet's skin as she closed her eyes, working her lips against Summer's, her heart racing and her chest filling with warmth. However, their moment was fleeting as summer pulled away, giving one last tender touch, her fingers running down her soft, pink cheeks.

"I'll see you again, but I think I should go, any longer and I might just want to stay, and I can't face Ruby yet, there's still something I have to do. You tell her, tell my daughter that I'll see her soon… and that I love her." A deep sadness and longing permeated her voice, her eyes glistened with sadness as her gaze fell to the grassy floor. _I'm getting weak,_ _it's been so long since I've experienced something so gentle and genuine, I shouldn't be letting Velvet get this close._

"I will, I'll be sure to tell her. Um, I'll miss you… so remember to come back after you've done what you need to do." Velvet cheeks tinted pink as she blushed, fidgeting with her hands in front of her, her ears pointed straight up.

"I always love how you still somehow manage to blush even after all the blood I drank from you. It's cute…" Summer's wings flared out straight behind her, a sure sign of embarrassment, her kind's equivalent to a blush she guessed.

"Y-you really think so?" Velvet laughed sheepishly, her blush intensifying.

"I really think so. Goodbye Velvet, and don't worry, I will be coming back." The certainty and conviction in her words and in her eyes eased Velvet's worried heart as Summer turned away, her wings folded at her back and her dragging along the grass. A moment later, a portal opened up in front of her, a dark gate that radiated a sinister energy. With no hesitation, Summer walked through the threshold of the porthole… before it closed behind her, disappearing entirely. Just as quickly as she had appeared, Summer was gone.

"Bye Summer… I'll see you soon." Velvet whispered to herself, now standing alone in an empty field, staring at the place where Summer now stood. The memory of their kiss, of her feeding from her blood, of their conversations, they all felt so potent and so powerful. _This can't all be because of some Grimm magic, it just can't be. I think… what I'm feeling is real._

"Velvet!" Jaune called from the top of a nearby hill, waving his hand in the air as he called to the faunus, Pyrrha and Neptune by his sides.

 _I guess it's time…_ With a long, steadying breath Velvet turned on a heel and walked towards her team, their destination only a short walk away.

* * *

"Uhg are we there yet?" Sun griped, his feet so sore he was sure they were bleeding but was too scared to actually look. The walked up and down the rolling, grassy hills as they made their way towards their destination, hoping every time it would be just over the next hill.

"We'll be there when we're there, it shouldn't be much farther." Weiss chided, holding the map in her hands while periodically looking up to make sure she was still going to the right way. A map could only be so accurate, but it was the best they had. Her team was exhausted and beaten, thankfully, they hadn't run into any more trouble since they fought the Ursa Major, but Weiss still had a foreboding in her chest whenever she thought about that girl. _She said her name was Bianca, but something was seriously off about her. Whatever she really was, it wasn't good._

"Just give it a rest Sun, it shouldn't be far now, then you can complain to everyone else so they can share our pain." Thistle chuckled, throwing her hands behind her head as she walked beside Weiss. Thistle could be abrasive and snarky, but they all knew they wouldn't have made it this far without her. The same could be said for their entire team, they relied on each other and put their lives in each other's hands time and time again and every time, they came out on top, no matter how close a call it was.

Neo gave a silent bout of laughter, nudging Sun's side with her elbow, getting immense amusement out of the look on his face at Thistle's remark. With an feigned indignant huff Sun elbowed her back, nearly knocking the much smaller woman off balance. As she recovered the two glared at each other intensely for a long minute… until their anger fell apart and they both began giggling at each other.

"Well those two seem to be getting along." Thistle mused as she walked in perfect sync with her leader.

"I'm glad, I was worried about her not fitting in with our team when we found her in the ghettos, they way she looked, I really doubted she would stay with us, but I guess she found she belongs here." She couldn't help but smile, their team was even more misfit than Team RWBY but somehow, she became a leader that could keep them together and get them through this world alive for nearly three months. _I can't wait to tell Ruby, I bet she'll say something like "I knew you could be a great leader, they're lucky to have you." Yeah, that sounds like her._

"Yeah, I'm glad I saved your asses back in Vale." Thistle gave a small snort of laughter. "But seriously, this has been good, I mean, we've had some close calls be we're still here. All this time our goal has been meeting up with your friends, I'm actually kinda excited."

"I'm excited too Thistle, oh you're going to love it, I think you'll get along with just about everyone. I can see you and Ruby really hitting it off, though I can also see you and Coco butting heads, I bet Neptune will try to flirt with you since you're cute and have a pulse. Oh I can't wait to see how you react to Penny and-"

"You think I'm cute?" Thistle's unexpectedly earnest and hopeful tone took Weiss aback as she stopped and looked to her partner, her soft purple eyes wide as she looked up at her leader.

"Um…" _Drat, I said that out loud didn't I? Okay, what do I say now? I mean, she is cute, her big lavender eyes, her face, her short apple red hair. When she had her braid undone in that fight at the abandoned house she was undoubtedly beautiful. I can't say any of that right? Then again… it looks like that's exactly what she wants to hear. What do I do? I mean, we've held hands but I've never really said how I feel, neither has she? What's even going on between us? What should I-_

"Hey! Look who it is!" A familiar voice called from atop a hill in front of them. All eyes turned upwards, much to Weiss' relief, and that relief turned to unbridled happiness as she laid eyes on four figures standing at the summit of the hill.

"Pyrrha, Jaune!" Weiss' cool blue eyes instantly glistened with tears as she folded up the map, waving up to her friends.

"Neptune!" Sun cried out, waving wide with both his hands at his former partner. In the next instant the team looked to each other with warm and thankful smiles before simultaneously breaking into a run towards their friends. It had been nearly three months since they had seen anyone else besides that strange Girl in the woods, but these were friends, people they could trust and rely on. An overwhelming sense of safety and relief overtook them; they had made it back together.

"It's so great to see you all!" Jaune sounded on the verge of tears as he smiled at Weiss' team, panting for breath as they joined them at the top of the hill.

"It's great to see you too. I'm glad you made it here in one piece." Weiss could barely contain herself. It had been over a month since their last communication, she had been plagued with nightmares, stress and worry weighed heavily on her shoulders. She wasn't sure they would all make it, but so far, no casualties for Jaune or her own team.

"It's good to see you didn't die partner." Sun smirked, extending his out to Neptune.

"Well you look like you've seen better days." Neptune put his hand around Sun's wrist while sun did the same, both smiling at each other, thankful that their best friend made it safely to them.

"Oh, this is Thistle and Neo by the way." Weiss stepped aside, gesturing with her hand to show the two small girls, Neo smiled graciously but Thistle looked more uncomfortable than anything else.

"It's lovely to meet you both, thank you for keeping our friends safe." Pyrrha smiled brightly. "We're glad you're all safe."

"Really, we're so relieved you made it. It's a happy coincidence that we ran into each other." Velvet beamed, looking very happy but also seeming distracted by something. "Have any of you seen Ruby or her group?"

"Not yet, but they were the closest to the meeting spot so they're probably waiting for us inside. If anyone made it through safely it would be those four." There wasn't a trace of doubt in her words. She had absolute, unshakable faith in Ruby, how could she not? She had followed the young but fearsome leader into so many battles she couldn't even recall them all. She worked side by side with Blake, someone who's pure skill was a massive asset to their team, Coco was a powerhouse and a leader of her own team and Penny was a monster in combat.

"Yeah, you're probably right. The castle is just over there," Jaune stepped aside, revealing the large, ancient castle that jutted out of the hilly terrain. The local geography protected this place, it was too small for a sustainable city, but someone a long time ago built a dwelling that could withstand the test of time. From them, it was only a short walk away, the destination they had been searching for, fighting for their lives to get to, their reunion was at hand.

"Alright, let's get going!"

* * *

The newly reunited team of eight walked down the dimly lit stone halls, the castle was eerily silent, but the fact that there were lights on at all told them that someone must be there. Still, as they walked deeper into the building, Weiss began to get a disconcerting feeling, a foreboding, one that felt unsettlingly familiar. Even so, she was the leader of her team and she wouldn't hesitate.

Weiss and Jaune walked in front, the two leaders looked stronger and more battle tested than ever. They had both clearly been through hell trying to get to this place, trying to find their friends once again that they had been separated from by tragedy. Their walk was sure and confident. Behind them, Thistle and Pyrrha protected their backs, the two they were closest with, their partners and so much more. Neptune and Sun walked side by, happy and thankful to be together again. Taking up the rear, Neo and Velvet walked together, but the Bunny faunus' mind was far off, her thoughts occupied by a certain half Grimm woman.

 _When should be tell Ruby? How should we tell Ruby? I know I can't tell any of them that Summer and I… I can't but I have questions, questions that only Ruby can answer. Still, this isn't about me, this is about her, and giving her the message Summer told me to pass along. I can think about myself after that's done._ Neo watched as Velvet gave a firm nod to herself.

The group came to a stop in front of two massive double doors stretching all the way to the high ceiling above, the hardwood reinforced by strips of metal that ran its width. A light streamed in from the bottom, telling them that the room behind it was more well lit than the halls they had walked down. However, as she stared up at the large doors, Weiss felt a cold chill run down her spine, a fear in her heart welling up and a small voice in her head telling her to run. However, with deep breath, she steeled herself and looked to Jaune. The two leaders nodded to each other before each pushing on the doors.

The very thick and heavy doors pushed open with surprising ease, light flooding into the hall from the main room. The eight of them filed in, on edge and ready to fight. Slowly they walked into the throne room, however, as their eyes all fell on the throne in the middle of the room, their collective attention was all firmly fixed in awe of what sat before them.

"Ruby…" Weiss whispered in astonishment, the only word any of them uttered as they looked up at the last remaining team.

Three familiar faces were gathered around the throne, their expressions stoic and protective, all except for Ruby who smiled suavely and playfully at them. She was different, very different. Penny sat on the left arm of the throne with her hands clasped around Ruby's left hand. She wore a knee length black dress with a bright green, frilled strip at the bottom. Blake was the very, very different. The cat faunus stood behind the throne with her arms wrapped around Ruby's neck, holding her protectively. Her outfit wasn't apparent through the throne, but she had an unnatural blackness surrounding her arms with bone line protrusions growing from them and her face was marred with red marks like a Grimm. Coco sat on the right side of the throne, her face all but blank as Ruby held her hand up, her wrist slit and pouring blood.

Ruby however, was the most different. She now wore about as much as Thistle with black chiffon cloth wrapped around her chest and hanging of her shoulders, covering little more than a bra would. She wore an extremely short black skirt with a tan leather belt with a red translucent cloth stitched into its bottom hanging halfway down her skirt. At her back was a long flowing cape, black on the outside and red on the inside. However, her dress was the last thing they noticed.

As Ruby smiled, her long wings extended only partly, black along the top with a translucent red membrane stretching the wings length. Atop her head grew curved horns with two more smaller ones growing from her forehead curing backwards towards the top of her head. A long pitch black tail with almost tooth like ridges ran its length in two strips where they converged at a sharp, bone like point as it rested in an arc on the ground before her. Without pause or hesitation she held up Coco's wrist to her lips, her hand tenderly cradling hers as she pulled back slightly, opening up the wound for more blood to flow. With smile she lowered her head and lapped up the pool of blood that formed in Coco's palm as Ruby's eyes burned with a silver light. Still drinking from her teammate's body, hungrily licking up her vital fluid she turned her glowing eyes to the eight that stood in awe before her.

"Welcome."


	12. Reunion: Part 2

"Welcome." Ruby's voice was dark and playful as she lapped up the small pool of blood forming in Coco's palm. Her three teammates stood around the carved stone throne, staring down at the group of eight before them with cold, vacant looks, a stark contrast to Ruby's suave smile. The leader's lips were stained with the crimson of her teammate's blood as drank in its intense and deep flavor, savoring its taste, the subtleties of Coco's feelings and her uniqueness of her vital essence while at the same time imbibing the shock and disbelief radiating from her friends that had entered the castle.

"R-Ruby… is that really-"

 **Snort.**

"I- I'm sorry * _Snort_ * I can't do this!" An instant later Ruby broke out into a violent fit of laughter, cutting Weiss off. Her long black reptilian tail slapping rapidly against the stone floor as she was consumed by uncontrollable giggles.

"You should all see the looks on your faces! Guys, I think we may have been a bit too convincing." As Ruby continued to giggle her team relaxed, Blake standing upright behind the throne, putting one hand top Ruby's head, feeling her silky smooth hair as she smiled along. At Ruby's left side Penny just grinned brightly, still holding Ruby's hand, their fingers entwined. On her right side Coco smiled while she shook her head, giving an apologetic look to their friends as she activated her aura, closing up her wound.

"It was all her idea." Blake sighed, unable to help but find their shocked faces amusing.

"Aw don't be like that, I could feel you trying not to laugh at it the whole time!" Ruby stuck her blood soaked tongue out at her recently turned Vassal before going back to Coco's arm. With her wound now closed Ruby slowly and sensually ran her tongue warm from feeding on Coco down her teammate's fingertips to her palm, licking up every trace of her life sustaining fluid, casually working her way up to her wrist where the last drops of blood trickled down the freshly closed wound, feeling Coco enjoying every moment of the intimate contact.

"Sorry, we got bored waiting so I came up with a fun prank." Ruby finally stood up from the throne, rubbing the back of her head sheepishly as she licked her lips.

"You missed some." Coco stepped in front of her leader, wiping up a drop of blood from her cheek with her thumb before pressing it tenderly against Ruby's soft, cold lips. She felt her tongue greedily take the very last drop, licking several times to ensure that none went to waste.

"We're sorry if we frightened you more than intended." Penny gave a small, courteous bow as she and Blake stood beside their leader in front of the throne.

"Yeah, we may have gone a little too far." Blake smiled tepidly, sensing the emotions around the room. The mix of anger, relief, fear and annoyance stirred her Grimm appetite, and she could feel both her and Ruby's hunger rising. Her cat like Grimm tail with white teeth like protrusions running down its length flicked nervously back and forth.

"Yeah, but it was still funny." Ruby shrugged it all off as she walked down the stone steps, stepping onto the floor as she made her way, smiling with genuine happiness towards her friends.

"Ruby you dolt! You scared the crap out of-"

Weiss' words were cut off as Ruby broke into a full on run before slamming into her former partner. Ruby threw her arms around Weiss, enveloping her in a tight hug as her tail wrapped around them and her wings spread slightly out, shielding them from the sides as Ruby held her dear friend close. Weiss' cool blue eyes were wide with surprise but after a few moments to process… a soft, loving smile formed from her lips as she returned them embrace, wrapping her arms around Ruby, below her wings.

"I missed you too, you crazy dolt." Weiss closed her eyes as she held Ruby. It had been nearly three months since she had seen the leader of the former Team RWBY, her partner and best friend. She was different, and it wasn't just the wings and tail and horns, or how cold her body was, or the scent of blood that clung to her. She was stronger now, Weiss could see her confidence in the way she talked and moved, but even through all of that, she could tell, Ruby was still Ruby.

"I'm glad you made it… I was worried about you." Ruby whispered, her throat tight as she closed her eyes, cold tears rolling down her cheeks as she felt the warm presence of her friend through their embrace.

"We made it Ruby. We're all here." Through all the uncertainty, fear and battles, this is what they had fought so hard for. Now, they were reunited… together again. Weiss gently stroked the back of Ruby's head as her vision clouded with tears.

"Blake…" Sun stared in stunned disbelief at the faunus girl that stood before him. Blake was very different, her outfit was changed, now wearing an unbuttoned white vest with a blouse underneath that faded in a gradient from black to dark purple, tattered black jeans suspended on her waist with a steel chain belt and black heeled boots at her feet. However, her outfit was the least outstanding change. Her arms were patched with an unnatural blackness with white, jagged protrusions growing out of the darkness from her forearms and at her back was a long, cat like tail made of Grimm flesh. Her face had small, symmetrical red markings like Ruby did and her neck was covered in scars that looked like she had been gnawed on.

"Hey Sun." She sounded so cool and casual, but she could feel his unease that arose just from looking at her. If it weren't for the outpouring of positive emotions like love and relief that emanated from Weiss and Ruby, her hunger would probably be getting in the way of her coherent thoughts.

"So… you're one of them now?" He said, instantly recoiling at his own choice of phrasing, his eyes glancing over to Ruby who was still hugging Weiss. "I- I mean, you go bit?"

"Yes Sun, I was bitten by Ruby." She admitted, cutting to the chance, finding subtext annoying and needless, especially with her newfound ability to sense people's emotions. "Please stop feeling so repulsed, it's making me hungry."

"I didn't have a choice." Ruby chimed in as she separated from Weiss, her glistening silver eyes fixed on Sun. "She was badly hurt, one of those strong Grimm Zombies, it stabbed her through the liver, she was going to die."

"Ruby saved my life." Blake assured, lifting up her blouse to reveal the scar left behind from the wound inflicted on her in her last moments as a living thing. "I wouldn't be here at all if she didn't turn me. I'm thankful for what she did."

"And the blood drinking?" Thistle spoke up, stepping to Weiss' side, her soft purple eyes calm but protective of her leader. Ruby could sense a great many thing in the heart of the small girl, but above them all was an admiration and protectiveness towards Ruby's former partner.

"Oh yeah, I guess I should probably explain that huh?" Ruby laughed sheepishly as Coco and Penny stood beside her and Blake. "Well, you see-"

"When a Silver Eyed Grimm like Ruby senses negative emotions, the innate hunger they have for humans and faunus grows." Taking everyone by surprise, Velvet spoke up, walking calmly towards Ruby, her brown eyes fixed on Ruby's as they burned with conviction. "Drinking blood helps make the hunger more bearable and- and it creates a strong and positive bond between a willing donor and the Silver Eyed Grimm."

"Velvet… how do you know all of that?" Ruby stared up at the bunny faunus is shocked confusion. Then, her gaze drifted slowly down until her eyes stopped on Velvet's pale wrist, covered in scars. _She's been feeding someone like me…_

"Um, I think what Velvet is trying to say is that we should probably talk. There's something big you need to hear." Jaune put his hand Weiss' shoulder as he and Pyrrha walked past them towards Ruby and the others.

"I want to tell her alone, please." Velvet never once looked away from Ruby's sparkling silver eyes, even as she spoke to her team. "We can tell her all the details together, but I want to be the one to tell her the most important thing."

"Guys, what's she talking about? What do you know about me? What does she mean by 'Silver Eyed Grimm'? Why does she have scars on her wrist like she's been feeding someone like me?" A small pang of frustration and impatience burned in her chest, a sensation Blake could very clearly share with the one who turned her. She and Ruby were now inexorably linked, everything Ruby felt, Blake felt.

"Ruby, there are things we have to tell you, but I want to tell you something first. We should talk in private. Please, this is important." The seriousness in her voice took everyone aback, but what Ruby noticed was far deeper. Within Velvet's heart Ruby could sense a storm of confusing emotions, both incredibly happy and heart achingly sad, but above the storm, shining like the sun, was her strength of conviction. Ruby could tell in an instant that whatever it was that Velvet wanted to say, it was important to her to be the one to say it.

"Okay, the dining hall is just over there, through that door." Ruby surrendered to Velvet's will with a warm smile before walking towards a tall wooden door to their right. With her wings folded at her back and her tail dragging along floor, the two took their leave into the adjacent room, leaving their teams behind, no one needing Grimm sense to feel the curiosity and unease in the air between them.

"So what is it Velvet?" Ruby asked as she closed the door behind her, her head tilted curiously but her eyes weary and nervous, feeling the gravity in Velvet's heart as she worked up the courage to speak.

"I know this is going to be hard for you to hear but… these scars on my wrists, I was feeding someone like you, with silver eyes. She had beautiful black hair with dark red tips, pale skin, wings and a tail… her name was Summer Rose, your mother." Velvet didn't even realize she was holding her breath as she watched Ruby's eyes grow wide and her wings droop, their tips touching the floor while she tried to process the news.

"Y-you said that my mom is… alive." Ruby took a weak, shaky breath as she fell back against the door, her gaze turned up to the high ceiling of the castle. "She's alive and she's just like me? You're saying I'm not alone?"

"Ruby please," Velvet firmly grabbed Ruby by her shoulders, giving her a slight shake, forcing her attention to the faunus before her. "Ruby, I swear it was her. She was with us, this last week, she just left an hour ago but she told me to tell you something. She wanted me to tell you that she loves and you will see her soon. I don't know what, but she said she had something to do before she saw you."

"Are- are you sure it was her?" Ruby's eyes glistened as tears pooled on their surface, her voice was choked and strained as her dead heart ached. She could feel Blake's worry, but she was helpless to reassure her teammate as her mind turned into a confused blur of sadness and hope.

"I'm sure, she looked so much like you and when she talked about you, she became very sad, wishing she didn't miss so much of your life." Velvet gave a soft smile before pulling Ruby in to a loving and protective hug, her warmth calming the storm in her heart. Velvet too, felt calmed by the hug, Ruby's cold body, the scent of blood, and those gentle silver eyes, all reminded her of Summer. _This isn't just the blood bond… I- I think I'm falling for Summer_.

"Mom…" Her voice was barely a small and broken whisper as she burried her head in Velvet's shoulder, her tail instinctively wrapping around her and a the bunny faunus, both to keep the source of warmth close, and to feel safe, in this very human moment of vulnerability. Her body trembled, fighting against the overwhelming feelings that strangled her heart and surged through every dead vein in her body before a soft sob escaped her lips and then… she broke down. Ruby cried into Velvet's shoulder, her cold tears soaking through her clothes as she held on tight to her friend.

"It's okay Ruby, take as long as you need. I'm here." Velvet hummed softly, tenderly rubbing Ruby's back as she held her.

 _My mom is alive. I already lost my sister, my friends… I'm not even human anymore. This whole time I thought I was alone, but now she's telling me that my mom is a alive and just like me? Why? Why is this happening now? Where was she when Yang… where is she now!? What's more important!? If I had the power I have now, I could have saved them all! I- I don't know what I am… I try to stay strong, but I'm scared, I'm drinking more and more blood, and it only feels better and better every time. I'm afraid I'll lose myself one day. If she were here… maybe she could help me understand what I am… and what I'm supposed to do._

* * *

"Something's wrong, Ruby's hurting." Blake's amber eyes narrowed into slits, a flickering silver light burning from them as she stared at the door, her Grimm flesh writhing and consuming more and her body as she felt every nuance of her leader's anguish.

"Blake," Jaune stopped her before she could take a single step, putting her hand on the half Grimm, half faunus' shoulder. She glared up at him with anger and impatience, panic burning in her chest as she continued to feel Ruby's pain... but he merely shook his head. "Ruby's getting some pretty heavy news, she needs time."

"You don't get it." Blake murmured coldly as she broke free of his grip before turning to face him. "She turned me, and ever since I can feel everything she feels. How am I supposed to just stand around and wait while she's in so much pain?!"

"Right now, I think we should be figuring out our next move." Sun spoke up, trying his best to ease the tension between the groups.

"That's not exactly something we can do with one of our leaders currently occupied." Weiss interjected, stepping up, forming a circle with Jaune at one side of her, Thistle at the other, Blake opposite of her and Sun by Blake's side.

"So you're the leader of our group, Ruby is the girl with the wings and tail and Jaune is the last leader?" Thistle looked around at the people she had nearly died multiple times to meet up with. They were the survivors of this nightmare world, the ones that were strong enough to last nearly three months in groups of four. They were tough, Thistle didn't doubt it, she liked their odds together, the twelve of them were a small but formidable army.

"And you must be Thistle." Pyrrha smiled amiably, stepping behind Jaune. "It's lovely to meet you."

"Yeah, same here. Weiss and Sun have told me so much about you guys. Guess you're at least as strong as she made you out to be if you made it here. Glad we're all on the same side." Thistle's apprehension ebbed as she felt more relaxed. _These are Weiss' friends, if she trusts them then so do I_.

"I'm going to check on Ruby." Blake practically growled before breaking from the circle, stomping angrily over to her leader, her heart burning with a protective fire, her mind focused only on making sure Ruby was okay. However, halfway to the door… she came to a dead stop. Her cat ears flicked as her head turned towards the entrance to the castle, her eyes widening before narrowing back down slits as her tail flicked nervously back and forth.

"Were any of you followed!?" Ruby burst through the door, frantically wiping her eyes as she tried to regain her composure. Behind her Velvet had her arms up to her chest looking worried as she strained her ears, hoping to detect what suddenly set Ruby on edge.

"Um… I don't think so." Jaune looked to Pyrrha who shook her head in response.

"We weren't followed either, no one could make it through the path we took without being noticed." Weiss recalled all the near death experiences they had trying to make it to the castle, anyone following behind them would probably have not fared well. Then, her eyes grew wide and a cold chill ran down her spine. _That girl… Bianca, she could have followed us._

"Ruby, Blake, you wanna maybe fill us in on what's going on? We all don't have weird Grimm powers you know." Neptune huffed impatiently, feeling nervous at the weary looks on the half Grimm's faces.

"There's a group coming, fifteen people, and none of them have good intentions. They'll be at the gate at any moment." Ruby walked over to the group in the middle of the throne room, grabbing her swords off resting against the throne, ready for a battle.

"What should we do?" At Jaune's question all eyes instinctively turned to Ruby, at that moment, she was their de facto leader, her Grimm sense making her and Blake the only ones to know the extent of the threat that was upon them, and it didn't hurt that she stood in front of the throne like some powerful lord of darkness.

"Heh-heh, I have an idea." Ruby grinned with a dark and playful smile as she looked to her team. In only moments they all got the hint, grinning back menacingly at her.

"Sounds like fun." Weiss said, stepping up to the throne with Ruby as she drew her Myrtenaster. "Let's do this."

* * *

The massive and heavy doors at the entrance to the castle creaked open, echoing through the stone halls as fifteen pairs of feet marched in, one pair out in front, leading the vanguard. They were armed to the teeth, their auras flared and their hearts hardened, ready to fight. The marched down the hall with confidence, resolute and unrelenting they moved forward like a force of nature.

As the pair of feet out in front came to a stop and the large double doors at the end of the hall, so too did the forces behind them. There was no fear and no hesitation, they knew they were strong, they knew they could handle any threat the appeared before them. With great ease the leader of the group pushed the heavy doors open, light shining in as they entered the throne room… before coming to a dead stop, staring up at the sight to behind before them.

"Welcome." A chorus of voices spoke at once. Twelve young soldiers stood before them, all with cold, dull expressions on their faces, save for the one young girl sitting on the throne. The invaders had walked into an ambush.

"Who are you?" The young girl spoke up, a dark smile on her face, her sword in hand, the silvery blade stabbed into the stone as she leaned forward against it. In front of her on her left was a boy with blonde hair, brandishing a sword in one hand and a shield in the other. On her right was a girl with snow white hair, dressed elegantly with her rapier poised and ready to strike.

Fanned out on their sides, the other young warriors had their weapons draw. On the right, girl with a beret and a gatling gun aimed at them, another shorter girl with apple red hair and knives dangling from chains leading up to encased spools on her wrists, a boy with blue hair and a high tech gun and a girl clad and gold and red with stunning green eyes with a rifled trained on the intruders. On the left, a girl with cat ears and an ominous darkness consuming her otherwise pale skin, a long knife with metal knuckled on one side of the hilt, with a ribbon tied to her forearm connected to her weapon. A girl with short orange hair with a dozen swords suspended in mid air around her, a faunus with bunny ears with a gatling gun made of solid blue light, a petite woman with an umbrella, and a boy with blonde hair and a monkey tail wielding gun nunchucks. All of their weapons were aimed at the group, ready to cut them down at a single command by their leaders.

"I'll ask one more time," The young woman stood up from the throne, dragging her sword along the ground as she walked, the light shining in from the door illuminating her menacing black and red wings while her Grimm like spined tail dragged behind her. A silver light burned from her eyes as she licked her lips, sensing the growing fear from the group as she stepped into the light. "Who are you?"

"It can't be…" A woman at the front of the group spoke up, surprise apparent in her voice. "You, you're the child of Summer."

"What did you say?" Ruby's eyes widened as she stared at the woman before her clad in black and red robes, wearing an ornate and intricate Grimm mask. "How do you know about my mom?!"

"I know your mother, Ruby Rose, because she and I," The woman reached her hand up to her mask, slowly and ceremoniously pulling it off of her face, bringing it down to her side where her sword was sheathed. Ruby's heart skipped a beat as she took in the beautiful woman's features, her lustrous black hair, her stunning crimson eyes.

"Summer and I used to be on the same team." At that, Ruby dropped her sword to the ground, staring in shock at her, only able to mutter a single thing as she tried to make sense of what was rapidly unfolding before her.

"You… you're Raven Branwen… you're Yang's mom."


	13. The Old Guard

"You… you're Raven Branwen… you're Yang's mom." Immediately Ruby could feel her team's emotions plummet into shock, confusion and heartbreak. Her wings drooped and her tail coiled around her at her feet as she stared at the woman clad in black and red with a Grimm mask and a sword sheathed at her side.

"I am." She replied stoically before giving a small backwards tilt of her head, signaling her forces to sheath their weapons. "Where is my daughter? I don't see her with you."

"Yang… she- she didn't make it." Ruby dipped her head solemnly. At her soft but broken whisper, her friends all fell further into grief and anger while a gnawing hunger burned in her stomach, radiating through her black veins and suffocating her heart.

"I see." For only an instant, a flicker of sadness flashed across her face, before she became cold as ice. To everyone else, she appeared uncaring, but the wall of ice around her heart couldn't hide her true feelings from Ruby. Deep down, locked away in the darkest recesses of Raven's soul, Ruby could feel a profound sense of loss and regret.

"She died saving me, and my friends." Ruby spoke up, forcing herself to stay strong, bringing up her silver gaze to Ravens as she approached the mother of her half sister.

"Yang is the reason I'm like this, and because of her I'm strong enough to keep the people important to me safe. I'm going to protect everyone behind me, because I love all of them." Her glistening eyes hardened like steel, burning with a soft flickering light as she glared up at Raven. "If you feel guilty, make it up to Yang by doing the right thing for once."

"You little bitch! What makes you think you can talk to-"

The canon fodder was silenced by a mere raising of Raven's hand, her authority clear and indisputable by right of power, there was no arguing with her. The experienced warrior and full fledged Huntress looked deep into the eyes of her former teammates' daughter, she could see much in her eyes, the suffering, the fighting, the conviction and most of all, she could see the young woman's strength. It only took an instant for Raven to understand… she was outclassed by Ruby, and her team was strong, fighting them would be futile.

"And what would the right thing be? My daughter is dead, there's nothing that can be done about that. She wasn't strong enough for this world." Her simple admission was free of guilt and sent everyone who loved Yang so dearly into a burning rage, but Ruby could feel deeper than any human could, she could practically taste the sorrow, the longing and the self hatred that ate away at the mother who lost her child. She wanted them to hate her, because she wanted to punish herself.

"You know what the right thing is." Ruby's unwavering gaze pierced down to her soul as the half Grimm stepped closer, standing only inches away from the formidable warrior. "Leave, now. I don't know how much longer my friends will hold themselves back."

"Fine… goodbye then, Child of Summer." Raven's expression was hard and cold and her voice was empty, completely devoid of feeling. With a soft breath as she brought her mask back up to her face before turning around… and walking away, without another word.

As Raven walked towards the large double doors leading back to the entrance to the castle, her men followed her, some glaring spitefully at Ruby, those who couldn't see her true power pondering attacking, while those more experienced could feel her strength and eagerly followed their leader away from the monster wearing a girl's skin. However, through all of these feelings, only one stood out to Ruby, the only one she could focus on that overwhelmed all others like a flood of freezing water, it was the most prominent emotions emanating from Raven as she walked away; it was the cold, isolating feeling… of loneliness.

"Do the right thing… for Yang." Ruby whispered softly as the doors closed, Raven and her forces retreating down the hall before leaving the castle behind.

"So, that was Yang's mom?" Jaune asked as he came up to Ruby's side, barely concealing his resentment.

"She hardly seemed like Yang at all. The apple fell very far from the tree in her case." Weiss huffed bitterly. "Yang was warm and funny and spontaneous and bright, nothing like her."

"It doesn't matter." Ruby gave a soft breath, she knew she didn't need to breath, but it helped ease her nerves to do so. Putting aside her own feelings towards Raven, the leader of the group of twelve turned to her two co-leaders, her wings folded against her back and her heart steeled against her growing hunger. "We need to come up with a plan and leave, I don't want to stay here longer than we have to."

"Alright, I guess we need a goal first." Weiss postulated, quickly catching on to the impromptu leader meeting. "If there were a safe zone we should go there but I don't know if any place like that exists."

"That's a bad idea." Jaune's words took on an uncharacteristically dark tone, grabbing the attention of the other two leaders. "We're still carrying the virus. I mean, I don't know about Ruby but the rest of us definitely are. Our group found an isolated village that wasn't hit by the outbreak, we slept there and overnight the entire town was infected… no one survived."

"Are you serious?" Weiss' cool blue eyes grew wide and Ruby could feel her repulsion and horror, and her empathy towards Jaune for what he had experienced. However, Weiss was nothing if not resilient, clenching her fists and taking a deep breath she banished her feelings, trying her best to focus. "I- If that's the case then there is no safe zone… the whole world is infected."

"Jaune, Velvet told me you had contact with my mom, did she tell you anything that could help us?" Ruby sensed the surprise in the room, followed by caring concern most potently from her three teammates.

"Yeah… she did." Jaune shook his head, running his fingers through his short blonde hair before looking back up to Weiss and Ruby. "I guess the best place to start is the beginning. So, that virus that started all of this, it was a biological weapon created by someone named Alexandrite Crowley, a man with silver eyes like Ruby. He captured your mom and used her for his experiments before turning them both into Silver Eyed Grimm. I don't know what his endgame is, but it can't be good."

"Whoa, just… just hold on a second." Weiss rubbed her face with her hand, taking short breaths to try and calm her spiraling mid as she looked up to the high stone ceiling. "That- that's a lot to take in. First Yang's mom now Ruby's? A mad scientist with a virus that he made to cause all of this? Silver Eyed Grimm? Blood drinking? Ruby and Blake are both part Grimm? Ruby's bite can turn people into half Grimm like her?"

"Well, not exactly." Jaune interjected, only really able to address one thing in hopes to halt Weiss' spiraling. "Apparently, when a Silver Eyed Grimm bites someone, they become a Vassal, the person they turn is connected to them, kinda like… well, I don't really know how to explain it but-"

"It's like Ruby and I share the same soul." Blake cut in, saving Jaune from his floundering. "I can very strongly feel what she's feeling, we can communicate to each other and I share her power. I can tell it's not as potent but still… I'm much stronger than before."

"Okay… um, this is all just so weird. I'm sorry Ruby, I know you're still you but… I'm sorry if this question is too personal but you're part Grimm now so I have to ask." Weiss forced herself to meet the confused and worried eyes of her former partner, her own heart aching at the look on her face, but still, she had to know. "Ruby, do um… do you want to eat people?"

"Yes." Cold, simple, concise and honest, that's how Ruby answered, without any hesitation or flicker of fear in her words. "I want to eat people, I nearly ate Blake when I was turning her, you can see the scars on her neck from where I was chewing on her. I'm a Grimm now… this is what I am."

"I- I see…" Weiss' gaze fell nervously away from her former partner and in from everyone else in the room she felt fear and unease, though what hurt the most, more than anything else, even more than the pang of disgust and fear from Weiss… was the fear she felt from Coco.

"Everyone!" Ruby declared loudly, splaying her wings and raising her tail up as she addressed their team as a whole. "Take stock of all our equipment, ammo, food and supplies, we'll scavenge whatever we need and then we're leaving tomorrow morning."

"Um, leaving where?" Jaune asked, his anxiety at her seemingly shameless admission fading as he they all looked to the Silver Eyed Grimm.

"Crowley, he started all of this, he's the reason Yang is gone, Nora and Ren too. We're going to find him, and we're going to make this right." A rage as hot as the sun burned like wildfire in her chest as she picked her sword up off the ground, sheathing it at her side.

"And just how do you propose we find him?" Weiss forced herself to regain her composure, folding her arms over her chest.

"Jaune, did you see which way my mom went after she split from your team?" Ruby's tone was cold and bitter, her back kept turned to her team as she looked up at the mosaic on the castle wall, a depiction of a fierce and holy warrior slaying the Grimm stood before her.

"I did." Velvet chimed in, walking without fear or hesitation to her de facto leader, placing a warm and gentle hand on her shoulder, comforting the lonely Silver Eyed Grimm, letting her friend know that she wasn't alone.

"Then we'll follow her. She's probably after him too." With that, she stepped away, pulling free from Velvet's gentle touch. "I'm going to go rest."

"Ruby." Blake rushed to her side, stopping Ruby as she reached for the handle of a smaller door leading to the bedrooms. "You need to feed, I can tell, all that negativity…"

"I'm fine Blake, ask Coco for some blood, I just fed from her so she can't take care of us both but you haven't fed all day. I'll drink later, for now… I just want to sleep." Then… she was gone. Ruby left her team alone, but even through the door she could feel their worry, their disgust, their fear… their pity. As she collapsed into her bed, she felt her mind and body being consumed by the hunger, the need to eat humans and faunus alive, the innate drive to cause and consume suffering. Ruby closed her eyes, folding her wing over herself before shutting her eyes and shutting the world out.

* * *

Dim fluorescent lights flickered overhead, filling the windowless hall with its white glow. Two sets of feet walked down the halls, their steps and the tapping of a cane against the tiled floors filled the silent air as the pair made their way to a par of steel doors. They stopped, hesitating for a moment as they stood at the threshold before the doors swung open automatically, ushering them into a large office with a wall made of a single length of glass, overlooking the icy ground far below.

"It's good to see you both, I'm glad you made it out of Vale safely." A well built man in uniform stood up from behind his desk, smiling amiably.

"I'm afraid I didn't come here for niceties General." Ozpin's stern, cold gaze was enough to unnerve even General Ironwood as the doors closed behind the two guests.

"Most certainly not." Glynda scowled as she and Ozpin approached him.

"Stop right there, I already know what you're going to say." Ironwood sighed, joining the former headmaster of Beacon and his lovely companion in the center of his office. "Let me guess, you disapprove of my containment process."

"You're locking people underground! In cages! Their fear and anger will only end up attracting more Grimm!" Glynda stomped forward, her emerald eyes burning into his.

"Grimm we can handle, but a virus that turns normal people into dangerous vectors and turns those with unlocked auras into extremely powerful monsters? That is a risk I'm not willing to invite into this Kingdom." The General didn't back down, steadfast and resolute as ever in his pursuit of what he thought was right.

"General, we know very little about the nature of this outbreak. However, one thing we know for certain is that these infectious creatures are indeed Grimm and are attracted to negativity. Taking the largest portion of this Kingdom's population and sequestering them from those of us with unlocked auras is sure to bring disaster." Ozpin walked stoically over to the window, gazing down at the city carved into the tundra. It was barren, those who sought refuge in Atlas that didn't have their auras unlocked were forced underground for observation while the citizens that were already here were walled off in temporary settlements with subpar buildings and substandard amenities, kept sequestered at gunpoint. Ozpin couldn't be sure which scene was more depressing, watching Vale burn, or watching Altas consume itself.

"Oh, and do you have another suggestion? I am trying to minimize risk while maximizing lives saved. The best scientists in the world are here working on this virus. This is only a temporary situation." Ironwood stood with his hands behind his back, his posture impeccable and his conviction unwavering.

"As a matter of fact General, I do have an alternative to self destruction." A smirk formed on Ozpin's lips as he stared out the window, leaning against his cane.

"Your pet project I assume? The Child of Summer? The girl with the silver eyes that you've been grooming since she was just fifteen?" The general scoffed, shaking his head at the idea. "And what could she do that my army and my scientists can't?"

"A great many things General… a great many things."

* * *

The night was deathly silent, the shattered moon shined in the blackness overhead and stars dotted the sky with the twinkling lights. In the small town no life could be found, nothing save for the flickering orange glow that shone through the large window of the once populated town's tavern.

The bar was dark, the only source of light was an old lantern that gave off an unsteady fire, giving just enough light to see the minimal details of the establishment. The walls and floor were all wood and, front counter was covered in a layer of dust, having been abandoned for months. Underneath the bars counter the sound of glass clattering chimed in the otherwise quiet village. A cloaked and hooded figure layed with its head down, its arms rested under its head as it sat on the stool.

"Good, they've still got some scotch left." A man popped up, holding a half full bottle, his cape dragging behind him as he joined the cloaked figure, pulling up a chair by its side.

"You know, you're not much of a talker… I like that about you." He laughed halfheartedly to himself as he opened the bottle, his dull crimson eyes reflecting the light of the yellow flame, burning painful memories into his mind. _Oh well, nothing half a bottle of scotch can't fix._

"So, this is how you've been spending the end of the world? I'm not the least bit surprised." A woman's voice spoke up behind him, stealing Qrow's attention from his drink as he spun around in the stool. A woman with piercing crimson eyes clad in black and red robes stood before him looking entirely pissed off.

"Hey Sis, don't suppose you came to share this drink with me?" With a broken smile he took a few deep gulps of the cheap alcohol, burning like fire Dust as it wash down his throat.

"My daughter is dead." Raven stated coldly as she walked up to him, snatching the bottle from his hands before throwing it to the floor, shattering it to pieces.

"Yeah, I know. I was there, I'm the one that cut her head off. What? You here to fight me or something? Look, I'm really not in the mood for-"

"Just shut up and listen to me!" Raven growled, bunching up Qrow's shirt in her fist before lifting him by his collar. "This wasn't some accident, someone is at fault and they will pay."

"If I didn't know any better I'd almost think you cared." Qrow smirked as Raven dropped him.

"Qrow, stop being a smart ass and listen to her." A familiar voice spoke up as another person entered the bar, taking up Raven's side, looking down at Qrow with an impatient glare.

"Tai?" Qrow blinked in astonishment, his eyes drifting down to the shattered bottle below him. "I don't think I'm that drunk am I?"

"I'm going after the person responsible, and I can't do it alone." Raven stepped back, standing beside Taiyang as he folded his arms over his chest. "Are you in or not?"

"Well well, you, getting the band back together. It really must be the end of the world." Qrow have an embittered huff of laughter before leaning against the bar, his expression cooled and serious and his eyes sharp. "I guess it's that bad then huh?"

"He killed my daughter, it's too late for regrets, but there's still time for revenge." Raven's jaw muscles bunched at her cheeks as she clenched her teeth, her firsts balling at her sides as her rage and pain fueled her single minded thirst for vengeance.

"He?" Qrow tilted his head curiously.

"There's someone waiting for us outside, she has the answers to a lot of your questions… I think it's someone you should see." Taiyang let his arms fall to his sides as he stepped back, clearing the path for them to leave.

"Alright then, I guess it is about time I stop moping around." Running his hand over his sweaty face Qrow pulled his bang back with an excited grin on his face. "You hear that kid? We've got work to do."

"Yes," A boy's voice spoke from under the cloak as his rose up in his seat. Slowly and ceremoniously he brought down his hood, revealing a young man with long black hair, streaked with pink on one side tied into a braid behind his head. His magenta eyes burned with the intensity that only the deepest hatred could wrought. "I heard everything."


End file.
